Common use of Successor Entity Substituted Clause in Contracts

Successor Entity Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an Issuer in accordance with Section 5.01 hereof, the surviving entity formed by such consolidation or into or with which such Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” or “Finance Co,” as the case may be, shall refer instead to the surviving entity and not to the Company or Finance Co, as the case may be), and may exercise every right and power of the Company or Finance Co, as the case may be, under this Indenture with the same effect as if such successor Person had been named as an Issuer herein; and thereafter, if an Issuer is dissolved following a disposition of all or substantially all of its properties or assets in accordance with this Indenture, it shall be discharged and released from all obligations and covenants under this Indenture and the Notes; provided, however, that the predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes in the case of a lease of all or substantially all of its properties or assets.

Successor Entity Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an Issuer in accordance with Section 5.01 6.01 hereof, the surviving entity formed by such consolidation or into or with which such Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this the Indenture referring to the “CompanyPartnership” or “Finance CoMarkWest Finance,” as the case may be, shall refer instead to the surviving entity and not to the Company Partnership or Finance CoMarkWest Finance, as the case may be), and may exercise every right and power of the Company Partnership or Finance CoMarkWest Finance, as the case may be, under this the Indenture with the same effect as if such successor Person had been named as an Issuer herein; and thereafter, if an Issuer is dissolved following a disposition of all or substantially all of its properties or assets in accordance with this the Indenture, it shall be discharged and released from all obligations and covenants under this the Indenture and the Notes; provided, however, that the predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes in the case of a lease of all or substantially all of its properties or assets.

Successor Entity Substituted. (a) Upon any consolidation consolidation, merger, amalgamation, or mergerwinding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an the Issuer or any Subsidiary Guarantor in accordance with Section 5.01 hereof5.01, the surviving entity successor Person formed by such consolidation or into or with which such the Issuer or any Subsidiary Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” Issuer or “Finance Co,” such Subsidiary Guarantor, as the case may beapplicable, shall refer instead to the surviving successor entity and not to the Company Issuer or Finance Cosuch Subsidiary Guarantor, as the case may beapplicable), and may exercise every right and power of the Company Issuer or Finance Cosuch Subsidiary Guarantor, as the case may beapplicable, under this Indenture and the Notes (and any Note Guarantees) with the same effect as if such successor Person had been named as an the Issuer or such Subsidiary Guarantor, as applicable, herein; and thereafterprovided that, if an Issuer is dissolved following in the case of a disposition lease of all or substantially all of its properties or assets in accordance with this Indentureassets, it shall be discharged and released from all obligations and covenants under this Indenture and the Notes; provided, however, that the predecessor Issuer shall not be relieved released from the obligation to pay the principal of and interest on the Notes in the case of Notes, and a lease of all or substantially all of Subsidiary Guarantor shall not be released from its properties or assetsobligations under its Note Guarantee.

Successor Entity Substituted. (a) Upon any consolidation consolidation, merger, amalgamation, or mergerwinding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an the Issuer or any Subsidiary Guarantor in accordance with Section 5.01 hereof5.01, the surviving entity successor Person formed by such consolidation or into or with which such the Issuer or any Subsidiary Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” Issuer or “Finance Co,” such Subsidiary Guarantor, as the case may beapplicable, shall refer instead to the surviving successor entity and not to the Company Issuer or Finance Cosuch Subsidiary Guarantor, as the case may beapplicable), and may exercise every right and power of the Company Issuer or Finance Cosuch Subsidiary Guarantor, as the case may beapplicable, under this Indenture and the Notes (and any Note Guarantees) with the same effect as if such successor Person had been named as an the Issuer or such Subsidiary Guarantor, as applicable, herein; and thereafterprovided that, if an Issuer is dissolved following in the case of a disposition lease of all or substantially all of its properties or assets in accordance with this Indentureassets, it shall be discharged and released from all obligations and covenants under this Indenture and the Notes; provided, however, that the predecessor Issuer shall not be relieved released from the obligation to pay the principal of and interest on the Notes in the case of a lease of all or substantially all of Notes, and such Subsidiary Guarantor shall not be released from its properties or assetsobligations under its Note Guarantee.

Successor Entity Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an Issuer in accordance with Section 5.01 hereof, the surviving entity formed by such consolidation or into or with which such Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” or “Finance Co,” as the case may be, shall refer instead to the surviving entity and not to the Company or Finance Co, as the case may be), and may exercise every right and power of the Company or Finance Co, as the case may be, under this Indenture with the same effect as if such successor Person had been named as an Issuer herein; and thereafter, if an Issuer is dissolved following a disposition of all or substantially all of its properties or assets in accordance with this Indenture, it shall be discharged and released from all obligations and covenants under this Indenture and the Notes; provided, however, that the predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes in the case of a lease of all or substantially all of its properties or assets.. Back to Contents

Successor Entity Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an Issuer in accordance with Section 5.01 hereof, the surviving entity formed by such consolidation or into or with which such Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” "Partnership" or “Finance Co"El Paso Finance,” " as the case may be, shall refer instead to the surviving entity and not to the Company Partnership or Finance CoEl Paso Finance, as the case may be), and may exercise every right and power of the Company Partnership or Finance CoEl Paso Finance, as the case may be, under this Indenture with the same effect as if such successor Person had been named as an Issuer herein; and thereafter, if an Issuer is dissolved following a disposition of all or substantially all of its properties or assets in accordance with this Indenture, it shall be discharged and released from all obligations and covenants under this Indenture and the Notes; provided, however, that the predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a lease sale of all or substantially all of its properties or assetsan Issuer's assets that meets the requirements of Section 5.01 hereof.

Successor Entity Substituted. (a) Upon any consolidation consolidation, merger, amalgamation, or mergerwinding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an the Issuer, the Co-Issuer or any Guarantor in accordance with Section 5.01 hereof5.01, the surviving entity successor Person formed by such consolidation or into or with which such the Issuer, the Co-Issuer or any Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” Issuer, the Co-Issuer or “Finance Co,” such Guarantor, as the case may beapplicable, shall refer instead to the surviving successor entity and not to the Company Issuer, the Co-Issuer or Finance Cosuch Guarantor, as the case may beapplicable), and may exercise every right and power of the Company Issuer, the Co-Issuer or Finance Cosuch Guarantor, as the case may beapplicable, under this Indenture and the Notes (and any Note Guarantees) with the same effect as if such successor Person had been named as an the Issuer, the Co-Issuer or such Guarantor, as applicable, herein; and thereafter, if an Issuer is dissolved following provided that in the case of a disposition lease of all or substantially all of its properties or assets in accordance with this Indentureassets, it shall be discharged and released from all obligations and covenants under this Indenture and the Notes; provided, however, that the predecessor Issuers shall not be relieved released from the obligation to pay the principal of and interest on the Notes in the case of Notes, and a lease of all or substantially all of Guarantor shall not be released from its properties or assetsobligations under its Note Guarantee.

Successor Entity Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an Issuer the Parent or the Company, as the case may be, in accordance with Section 5.01 hereof5.1, the surviving successor entity formed by such consolidation or into or with which such Issuer the Parent or the Company, as the case may be, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made (the “Successor Person”) shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “CompanyParent” or the “Finance Co,” Company”, as the case may be, shall refer instead to the surviving entity Successor Person and not to the Company Parent or Finance Cothe Company, as the case may be), ) and may exercise every right and power of the Company Parent or Finance Cothe Company, as the case may be, under this Indenture with the same effect as if such successor Successor Person had has been named as an Issuer the Parent or the Company, as the case may be, herein; and thereafter, if an Issuer is dissolved following a disposition of all or substantially all of its properties or assets in accordance with this Indenture, it shall be discharged and released from all obligations and covenants under this Indenture and the Notes; provided, however, that the predecessor Parent or Company in the case of a sale, lease, conveyance or other disposition shall not be relieved released from the obligation to pay the principal of and interest interest, if any, on the Notes Notes, except in the case of a lease sale of all the Parent’s or substantially all Company’s assets that meets the requirements of its properties or assetsSection 5.1.

Successor Entity Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an Issuer in accordance with Section 5.01 hereof, the surviving entity formed by such consolidation or into or with which such Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” or “Finance Co,” as the case may be, shall refer instead to the surviving entity and not to the Company or Finance Co, as the case may be), and may exercise every right and power of the Company or Finance Co, as the case may be, under this Indenture with the same effect as if such successor Person had been named as an Issuer herein; and thereafter, if an Issuer is dissolved following a disposition of all or substantially all of its properties or assets in accordance with this Indenture, it shall be discharged and released from all obligations and covenants under this Indenture and the Notes; provided, however, that the predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes in the case of a lease of all or substantially all of its properties or assets.

Successor Entity Substituted. (a) Upon any consolidation consolidation, merger, amalgamation, or mergerwinding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an Issuer or a Subsidiary Guarantor in accordance with Section 5.01 hereof5.01, the surviving entity successor Person formed by such consolidation or into or with which such an Issuer or a Subsidiary Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” applicable Issuer or “Finance Co,” such Subsidiary Guarantor, as the case may beapplicable, shall refer instead to the surviving successor entity and not to the Company applicable Issuer or Finance Cosuch Subsidiary Guarantor, as the case may beapplicable), and may exercise every right and power of the Company applicable Issuer or Finance Cosuch Subsidiary Guarantor, as the case may beapplicable, under this Indenture Indenture, the Notes and the Note Guarantees with the same effect as if such successor Person had been named as an the applicable Issuer or such Subsidiary Guarantor, as applicable, herein; and thereafterprovided that, if an Issuer is dissolved following in the case of a disposition lease of all or substantially all of its properties or assets in accordance with this Indentureassets, it shall be discharged and released from all obligations and covenants under this Indenture and the Notes; provided, however, that the predecessor Issuers shall not be relieved released from the obligation to pay the principal of and interest on the Notes in the case of Notes, and a lease of all or substantially all of Subsidiary Guarantor shall not be released from its properties or assetsobligations under its Note Guarantee.

Successor Entity Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an the Issuer or a Guarantor in accordance with Section 5.01 hereof5.01, the surviving entity successor Person formed by such consolidation or into or with which such the Issuer or a Guarantor, as applicable, is merged or wound up or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” Issuer or “Finance Co,” such Guarantor, as the case may beapplicable, shall refer instead to the surviving successor entity and not to the Company Issuer or Finance Cosuch Guarantor, as the case may beapplicable), and may exercise every right and power of the Company Issuer or Finance Cosuch Guarantor, as the case may beapplicable, under this Indenture with the same effect as if such successor Person had been named as an the Issuer or such Guarantor, as applicable, herein; and thereafter, if an Issuer is dissolved following a disposition of all or substantially all of its properties or assets in accordance with this Indenture, it shall be discharged and released from all obligations and covenants under this Indenture and the Notes; provided, however, provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of of, premium, if any, and interest interest, if any, on the Notes except in the case of a lease sale, assignment, transfer, conveyance or other disposition of all or substantially all of its properties or assetsthe Issuer’s assets that meets the requirements of Section 5.01.

Successor Entity Substituted. (a) Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease, conveyance lease or other disposition of all or substantially all of the properties or assets of an Issuer or a Guarantor in accordance with Section 5.01 hereof5.01, the surviving entity successor Person, formed by such consolidation or into or with which such Issuer or a Guarantor, as applicable, is merged or wound up or to which such sale, assignment, conveyance, transfer, lease, conveyance lease or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” such Issuer or “Finance Co,” such Guarantor, as the case may beapplicable, shall refer instead to the surviving successor entity and not to the Company such Issuer or Finance Cosuch Guarantor, as the case may beapplicable), and may exercise every right and power of the Company such Issuer or Finance Cosuch Guarantor, as the case may beapplicable, under this Indenture with the same effect as if such successor Person had been named as an such Issuer or such Guarantor, as applicable, herein; and thereafter, if an Issuer is dissolved following a disposition of all or substantially all of its properties or assets in accordance with this Indenture, it shall be discharged and released from all obligations and covenants under this Indenture and the Notes; provided, however, provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of of, premium, if any, and interest on the Notes except in the case of a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of its properties or assetsthe Issuers’ assets that meets the requirements of Section 5.01.

Successor Entity Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an Issuer in accordance with Section 5.01 6.01 hereof, the surviving entity formed by such consolidation or into or with which such Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this the Indenture referring to the “Company” or “Finance Co,” as the case may be, shall refer instead to the surviving entity and not to the Company or Finance Co, as the case may be), and may exercise every right and power of the Company or Finance Co, as the case may be, under this the Indenture with the same effect as if such successor Person had been named as an Issuer herein; and thereafter, if an Issuer is dissolved following a disposition of all or substantially all of its properties or assets in accordance with this the Indenture, it shall be discharged and released from all obligations and covenants under this the Indenture and the Notes; provided, however, that the predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes in the case of a lease of all or substantially all of its properties or assets.

Successor Entity Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an Issuer the Parent or the Issuer, as applicable, in accordance with Section 5.01 hereof5.01, the surviving entity Successor Person, formed by such consolidation or into or with which such Issuer the Issuer, is merged or wound up or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” Parent or “Finance Co,” the Issuer, as the case may beapplicable, shall refer instead to the surviving entity Successor Person and not to the Company Issuer or Finance Cothe Parent, as the case may beapplicable), and may exercise every right and power of the Company Issuer or Finance Cothe Parent, as the case may beapplicable, under this Indenture with the same effect as if such successor Successor Person had been named as an the Issuer herein; or the Parent, as applicable, herein and thereafter, if an Issuer is dissolved following a disposition of all or substantially all of its properties or assets in accordance with this Indenture, it shall the predecessor Person will be discharged and released from all its obligations and covenants under this Indenture and the Notes; provided, however, that the predecessor shall not be relieved from the obligation to pay the principal all of and interest on its Obligations under the Notes or its Note Guarantee, as applicable, except that, in the case of a lease of all or substantially all of its properties or assets, the Issuer shall not be released from the obligation to pay the principal, premium, if any, Additional Amounts, if any, and interest on the Notes and the Parent will not be released from its obligations under its Note Guarantee, as applicable.

Successor Entity Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an Issuer in accordance with Section 5.01 hereof, the surviving entity formed by such consolidation or into or with which such Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” "Partnership" or “Finance Co"Leviathan Finance,” " as the case may be, shall refer instead to the surviving entity and not to the Company Partnership or Finance CoLeviathan Finance, as the case may be), and may exercise every right and power of the Company Partnership or Finance CoLeviathan Finance, as the case may be, under this Indenture with the same effect as if such successor Person had been named as an Issuer herein; and thereafter, if an Issuer is dissolved following a disposition of all or substantially all of its properties or assets in accordance with this Indenture, it shall be discharged and released from all obligations and covenants under this Indenture and the Notes; provided, however, that the predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a lease sale of all or substantially all of its properties or assetsan Issuer's assets that meets the requirements of Section 5.01 hereof.

Successor Entity Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an Issuer in accordance with Section 5.01 hereof, the surviving entity formed by such consolidation or into or with which such Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “CompanyPartnership” or “Finance CoMarkWest Finance,” as the case may be, shall refer instead to the surviving entity and not to the Company Partnership or Finance CoMarkWest Finance, as the case may be), and may exercise every right and power of the Company Partnership or Finance CoMarkWest Finance, as the case may be, under this Indenture with the same effect as if such successor Person had been named as an Issuer herein; and thereafter, if an Issuer is dissolved following a disposition of all or substantially all of its properties or assets in accordance with this Indenture, it shall be discharged and released from all obligations and covenants under this Indenture and the Notes; provided, however, that the predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes in the case of a lease of all or substantially all of its properties or assets.

Successor Entity Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an Issuer in accordance with Section 5.01 hereof, the surviving entity formed by such consolidation or into or with which such Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” "Partnership" or “Finance Co"GulfTerra Finance,” " as the case may be, shall refer instead to the surviving entity and not to the Company Partnership or Finance CoGulfTerra Finance, as the case may be), and may exercise every right and power of the Company Partnership or Finance CoGulfTerra Finance, as the case may be, under this Indenture with the same effect as if such successor Person had been named as an Issuer herein; and thereafter, if an Issuer is dissolved following a disposition of all or substantially all of its properties or assets in accordance with this Indenture, it shall be discharged and released from all obligations and covenants under this Indenture and the Notes; provided, however, that the predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a lease sale of all or substantially all of its properties or assetsan Issuer's assets that meets the requirements of Section 5.01 hereof.

Successor Entity Substituted. (a) Upon any consolidation consolidation, merger, amalgamation, or mergerwinding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an the Issuer or a Subsidiary Guarantor in accordance with Section 5.01 hereof5.01, the surviving entity successor Person formed by such consolidation or into or with which such the Issuer or a Subsidiary Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” Issuer or “Finance Co,” such Subsidiary Guarantor, as the case may beapplicable, shall refer instead to the surviving successor entity and not to the Company Issuer or Finance Cosuch Subsidiary Guarantor, as the case may beapplicable), and may exercise every right and power of the Company Issuer or Finance Cosuch Subsidiary Guarantor, as the case may beapplicable, under this Indenture Indenture, the Notes and the Note Guarantees with the same effect as if such successor Person had been named as an the Issuer or such Subsidiary Guarantor, as applicable, herein; and thereafterprovided that, if an Issuer is dissolved following in the case of a disposition lease of all or substantially all of its properties or assets in accordance with this Indentureassets, it shall be discharged and released from all obligations and covenants under this Indenture and the Notes; provided, however, that the predecessor Issuer shall not be relieved released from the obligation to pay the principal of and interest on the Notes in the case of Notes, and a lease of all or substantially all of Subsidiary Guarantor shall not be released from its properties or assetsobligations under its Note Guarantee.

Successor Entity Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an Issuer in accordance with Section 5.01 hereofhereof in which such Issuer is not the surviving entity, the surviving entity Person formed by such consolidation or into or with which such Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this the Indenture referring to the “Company” or “Finance Co,” as the case may be, shall refer instead to the surviving entity and not to the Company or Finance Co, as the case may be), and may exercise every right and power of such Issuer under the Company or Finance Co, as the case may be, under this Indenture with the same effect as if such successor surviving Person had been named as an Issuer herein; , and thereafter, if an Issuer is dissolved following a disposition of all or substantially all of its properties or assets in accordance with this Indenture, it shall be discharged and released from all obligations and covenants under this Indenture and the Notes; provided, however, that the predecessor shall not be relieved from the obligation to pay the principal of and interest on the Notes thereafter (except in the case of a lease of all or substantially all of its such Issuer’s properties or assets), such Issuer shall be discharged and released from all obligations and covenants under the Indenture and the Notes.

Successor Entity Substituted. (a) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an the Issuer or Co-Issuer, as applicable, in accordance with Section 5.01 hereof, the surviving successor entity formed by such consolidation or into or with which such the Issuer or Co-Issuer, as applicable is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” Issuer or “Finance Co,” -Issuer, as the case may beapplicable, shall refer instead to the surviving successor entity and not to the Company Issuer or Finance Co-Issuer, as the case may beapplicable), and may exercise every right and power of the Company or Finance Issuer and Co-Issuer, as the case may beapplicable, under this Indenture with the same effect as if such successor Person had been named as an the Issuer or Co-Issuer, as applicable, herein; and thereafter, if an Issuer is dissolved following a disposition of all or substantially all of its properties or assets in accordance with this Indenture, it shall be discharged and released from all obligations and covenants under this Indenture and the Notes; provided, however, provided that the predecessor Issuer or Co-Issuer, as applicable, shall not be relieved from the obligation to pay the principal of and interest interest, if any, on the Notes except in the case of a lease sale, assignment, transfer, conveyance or other disposition of all or substantially all of its properties the Issuer’s or assetsCo-Issuer’s assets that meets the requirements of Section 5.01 hereof.