Common use of Successor Entity Substituted Clause in Contracts

Successor Entity Substituted. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer in accordance with Section 5.01(a), the Successor Company (if other than the Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and the Notes, and in such event the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Issuer will not be released from the obligations to pay the principal of, interest, if any, on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Co-Issuer in accordance with Section 5.01(b), the Co-Issuer Successor Company (if other than the Co-Issuer) will succeed to, and be substituted for, the Co-Issuer under this Indenture and the Notes, and in such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Co-Issuer will not be released from the obligations to pay the principal of and interest on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of a Note Guarantor in accordance with Section 5.01(c), the Successor Note Guarantor (if other than such Note Guarantor) will succeed to, and be substituted for, such Note Guarantor under this Indenture and such Note Guarantor’s Note Guarantee, and in such event such Note Guarantor will automatically be released and discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Note Guarantor will not be released from its obligations under its Note Guarantee.

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

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

Successor Entity Substituted. Upon any consolidation, amalgamation consolidation or merger, or any sale, assignment, transfer, lease, conveyance transfer or other disposition lease of all or substantially all of the properties and assets of the Issuer Obligor in accordance with Section 5.01(a)7.01, the Successor Company (if other than the Issuer) successor Entity will succeed to, to and be substituted for, for the Issuer under Obligor as Obligor on the Notes with the same effect as if it had been named in this Indenture as the Obligor, and the NotesObligor shall thereupon, and in such event the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but except in the case of a lease of all or substantially all of its assetslease, the Issuer will not be released from the all obligations to pay the principal of, interest, if any, on hereunder and under the Notes. Upon Such successor Entity may cause to be signed, and may issue either in its own name or in the name of the Obligor prior to such succession any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets Notes issuable hereunder which theretofore shall not have been signed by the Obligor and delivered to the Trustee; and, upon the order of such successor Entity instead of the Co-Issuer Obligor and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee, pursuant to the terms hereof, shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Officers of the Obligor to the Trustee for authentication, and any Notes which such successor Entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with Section 5.01(b), the Co-Issuer Successor Company (if other than the Co-Issuer) will succeed to, and be substituted for, the Co-Issuer under terms of this Indenture and the Notes, and in such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially as though all of its assets, such Notes had been issued at the Co-Issuer will not be released from the obligations to pay the principal of and interest on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all date of the assets of a Note Guarantor in accordance with Section 5.01(c), the Successor Note Guarantor (if other than such Note Guarantor) will succeed to, and be substituted for, such Note Guarantor under this Indenture and such Note Guarantor’s Note Guarantee, and in such event such Note Guarantor will automatically be released and discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Note Guarantor will not be released from its obligations under its Note Guaranteeexecution hereof.

Successor Entity Substituted. Upon In case of any such consolidation, amalgamation or merger, sale or conveyance in which the Issuer or any saleGuarantor, assignmentas the case may be, transferis not the continuing entity, leaseand following such an assumption by the successor entity, conveyance such successor entity shall succeed to and be substituted for the Issuer or other disposition such Guarantor, as the case may be, with the same effect as if it had been named herein. Such successor entity may cause to be signed, and may issue either in its own name or in the name of all the Issuer or substantially such Guarantor, as the case may be, prior to such succession any or all of the assets Securities or Guarantees as the case may be, issuable hereunder which theretofore shall not have been signed by the Issuer or such Guarantor, as the case may be, and delivered to the Trustee; and, upon the order of such successor entity 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 Securities or Guarantees, as the case may be, which previously shall have been signed and delivered by the officers of the Issuer or such Guarantor, as the case may be, to the Trustee for authentication, and any Securities or Guarantees, as the case may be, which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities or Guarantees, as the case may be, so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities or Guarantees, as the case may be, theretofore or thereafter issued in accordance with Section 5.01(a)the terms of this Indenture as though all of such Securities or such Guarantees, as the case may be, had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance such changes in phraseology and form (but not in substance) may be made in the Securities or Guarantees thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any Guarantor or any successor entity which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture, the Successor Company (if other than the Issuer) will succeed to, Securities and any Guarantee and may be substituted for, the Issuer under this Indenture liquidated and the Notes, and in such event the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Issuer will not be released from the obligations to pay the principal of, interest, if any, on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Co-Issuer in accordance with Section 5.01(b), the Co-Issuer Successor Company (if other than the Co-Issuer) will succeed to, and be substituted for, the Co-Issuer under this Indenture and the Notes, and in such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Co-Issuer will not be released from the obligations to pay the principal of and interest on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of a Note Guarantor in accordance with Section 5.01(c), the Successor Note Guarantor (if other than such Note Guarantor) will succeed to, and be substituted for, such Note Guarantor under this Indenture and such Note Guarantor’s Note Guarantee, and in such event such Note Guarantor will automatically be released and discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Note Guarantor will not be released from its obligations under its Note Guaranteedissolved.

Successor Entity Substituted. Upon any consolidation, amalgamation consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer Issuers or any Subsidiary Guarantor in accordance with Section 5.01(a)5.01 hereof, the Successor Company (if other than successor entity formed by such consolidation or into or with which one of the Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and the Notes, and in such event the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Issuer will not be released from the obligations to pay the principal of, interest, if any, on the Notes. Upon any consolidation, amalgamation or merger, Issuers or any Subsidiary Guarantor is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Co-Issuer in accordance with Section 5.01(b), the Co-Issuer Successor Company (if other than the Co-Issuer) will is made shall succeed to, and be substituted for, for (so that from and after the Co-Issuer under this Indenture and the Notes, and in date of such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Co-Issuer will not be released from the obligations to pay the principal of and interest on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition disposition, the provisions of this Indenture referring to the “Partnership,” “Capital” or the applicable “Subsidiary Guarantor,” as the case may be, shall refer instead to the successor entity and not to the Partnership, Capital or such Subsidiary Guarantor, as the case may be), and may exercise every right and power of an Issuer or Subsidiary Guarantor under this Indenture with the same effect as if such successor Person had been named as an Issuer or Subsidiary Guarantor, as applicable, herein; provided, however, that the surviving entity or acquiring entity shall (i) assume all of the obligations of the acquired Person incurred under this Indenture, the Notes, and, if applicable, the Collateral Documents, (ii) acquire and own and operate, directly or through Subsidiaries, all or substantially all of the properties and assets then constituting the assets of the Partnership or the applicable Subsidiary Guarantor, as the case may be, (iii) have been issued, or have a Note Guarantor consolidated Subsidiary which has been issued, Gaming Licenses to operate the acquired casino operations and entities substantially in accordance the manner and scope operated prior to such transaction, which Gaming Licenses are in full force and effect, and (iv) be in compliance fully with Section 5.01(c)5.01 hereof and (v) the Issuers or the applicable Subsidiary Guarantor shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel, subject to customary assumptions and exclusions, stating that the Successor Note Guarantor (if other than such Note Guarantor) will succeed to, and be substituted for, such Note Guarantor under proposed transaction complies with this Indenture and such Note Guarantor’s Note Guarantee, and in such event such Note Guarantor will automatically be released and discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Note Guarantor will not be released from its obligations under its Note GuaranteeIndenture.

Successor Entity Substituted. Upon (a) Except as provided in Section 10.06 and 11.05(a)(3), upon any consolidation, amalgamation consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or a Guarantor in accordance with Section 5.01(a), the Successor Company (if other than the Issuer) will succeed to, and be substituted for5.01, the Issuer under this Indenture and a Guarantor, as the Notescase may be, and in such event the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notesits Guarantee, but in as the case of a lease of all may be, and the successor Person (the “Successor Person”), formed by such consolidation or substantially all of its assets, into or with which the Issuer will not be released from the obligations or a Guarantor, as applicable, is merged or wound up or to pay the principal of, interest, if any, on the Notes. Upon any consolidation, amalgamation or merger, or any which such sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Co-Issuer in accordance with Section 5.01(b), the Co-Issuer Successor Company (if other than the Co-Issuer) will is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, winding up, sale, lease, conveyance or other disposition, the Co-provisions of this Indenture referring to the Issuer or such Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer or such Guarantor, as applicable, under this Indenture Indenture, the Notes and Guarantee, as applicable, with the Notessame effect as if such Successor Person had been named as the Issuer or such Guarantor, as applicable, herein or therein; provided that (1) subject to clause (2) below, the predecessor Issuer shall not be relieved from the obligation to pay the principal, premium, if any, and interest on the Notes except in such event the Co-Issuer will automatically be released case of a sale, assignment, transfer, conveyance or other disposition of all of the Issuer’s assets that meets the requirements of Section 5.01 and discharged from its obligations under this Indenture and the Notes, but (2) in the case of a lease of all or substantially all of its assets, the Co-Issuer will not be released from the obligations obligation to pay the principal of principal, premium, if any, and interest on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of Notes and a Note Guarantor in accordance with Section 5.01(c), the Successor Note Guarantor (if other than such Note Guarantor) will succeed to, and be substituted for, such Note Guarantor under this Indenture and such Note Guarantor’s Note Guarantee, and in such event such Note Guarantor will automatically be released and discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Note Guarantor will not be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation, amalgamation consolidation or merger, or any sale, assignment, transfer, lease, conveyance transfer or other disposition lease of all or substantially all of the properties and assets of the Issuer Obligor, or the Guarantor, as the case may be, in accordance with Section 5.01(a)7.01 or Section 7.02, as the case may be, the Successor Company (if other than the Issuer) successor Entity will succeed to, to and be substituted forfor the Obligor or the Guarantor, as the Issuer under case may be, as Obligor or Guarantor, as the case may be, on the Notes or on the Guarantee, as the case may be, with the same effect as if it had been named in this Indenture as the Obligor or as the Guarantor, as the case may be, and the NotesObligor or the Guarantor, and in such event as the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notescase may be, but shall thereupon, except in the case of a lease of all or substantially all of its assetslease, the Issuer will not be released from all obligations hereunder and under the obligations Notes and the Guarantee, as applicable. Such successor to pay the principal ofObligor may cause to be signed, interest, if any, on and may issue either in its own name or in the Notes. Upon name of the Obligor prior to such succession any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets Notes issuable hereunder which theretofore shall not have been signed by the Obligor and delivered to the Trustee; and, upon the order of such successor Entity instead of the Co-Issuer Obligor and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee, pursuant to the terms hereof, shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Officers of the Obligor to the Trustee for authentication, and any Notes which such successor to the Obligor thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with Section 5.01(b), the Co-Issuer Successor Company (if other than the Co-Issuer) will succeed to, and be substituted for, the Co-Issuer under terms of this Indenture and the Notes, and in such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially as though all of its assets, such Notes had been issued at the Co-Issuer will not be released from the obligations to pay the principal of and interest on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all date of the assets of a Note Guarantor in accordance with Section 5.01(c), the Successor Note Guarantor (if other than such Note Guarantor) will succeed to, and be substituted for, such Note Guarantor under this Indenture and such Note Guarantor’s Note Guarantee, and in such event such Note Guarantor will automatically be released and discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Note Guarantor will not be released from its obligations under its Note Guaranteeexecution hereof.

Successor Entity Substituted. Upon In case of any such consolidation, amalgamation or merger, sale or conveyance, and following such an assumption by the successor entity, such successor entity shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein. Such successor 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 sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets 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 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 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 Section 5.01(a)the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance such changes in phraseology and form (but not in substance) may be made in the Successor Company Securities thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (if other than the Issuera conveyance by way of lease) will succeed to, and be substituted for, the Issuer or any successor entity which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Notes, Securities and in such event the Issuer will automatically may be released liquidated and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Issuer will not be released from the obligations to pay the principal of, interest, if any, on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Co-Issuer in accordance with Section 5.01(b), the Co-Issuer Successor Company (if other than the Co-Issuer) will succeed to, and be substituted for, the Co-Issuer under this Indenture and the Notes, and in such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Co-Issuer will not be released from the obligations to pay the principal of and interest on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of a Note Guarantor in accordance with Section 5.01(c), the Successor Note Guarantor (if other than such Note Guarantor) will succeed to, and be substituted for, such Note Guarantor under this Indenture and such Note Guarantor’s Note Guarantee, and in such event such Note Guarantor will automatically be released and discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Note Guarantor will not be released from its obligations under its Note Guaranteedissolved.

Successor Entity Substituted. Upon any consolidationconsolidation or merger by the Issuer, amalgamation the Company or mergerany other Guarantor with or into any other Person, or any conveyance, transfer, sale, assignment, transfer, lease, conveyance lease or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of all or substantially all of the its properties and assets of the Issuer as an entirety to any Person in accordance with Section 5.01(a)5.1, then if such transaction involves the Company, the Successor Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all of the obligations of the Company (if other than under the Issuer) will Indenture and in any such case the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture with the same effect as if such Surviving Person had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in such event its own name or in the name of the Issuer, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer will automatically and delivered to the Trustee; and, upon the order of such Surviving Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been -42- signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be released signed and discharged from delivered to the Trustee on its obligations behalf for the purpose pursuant to such provisions. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture and as the Notes, but Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In case of a lease of all or substantially all of its assets, the Issuer will not be released from the obligations to pay the principal of, interest, if any, on the Notes. Upon any such consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyance, lease, conveyance or other disposition of all or substantially all of the assets of the Co-Issuer such changes in accordance with Section 5.01(b), the Co-Issuer Successor Company (if other than the Co-Issuer) will succeed to, phraseology and form may be substituted for, the Co-Issuer under this Indenture and the Notes, and in such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but made in the case of a lease of all or substantially all of its assets, the Co-Issuer will not Notes thereafter to be released from the obligations to pay the principal of and interest on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of a Note Guarantor in accordance with Section 5.01(c), the Successor Note Guarantor (if other than such Note Guarantor) will succeed to, and issued as may be substituted for, such Note Guarantor under this Indenture and such Note Guarantor’s Note Guarantee, and in such event such Note Guarantor will automatically be released and discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Note Guarantor will not be released from its obligations under its Note Guaranteeappropriate.

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

Successor Entity Substituted. Upon In case of any such consolidation, amalgamation or merger, or any sale, assignmentlease or conveyance, transferand following such an assumption by the successor entity such successor entity shall succeed to and be substituted for the Issuer, leasewith the same effect as if it had been named herein. Such successor entity may cause to be signed, conveyance and may issue either in its own name or other disposition in the name of all the Issuer prior to such succession any or substantially all of the assets Securities issuable hereunder which together with any Coupons appertaining thereto theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor entity, 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 together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Administrative Managing General Partner to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with Section 5.01(a)the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. 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 Successor Company Securities and Coupons thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (if other than the Issuera conveyance by way of lease) will succeed to, and be substituted for, the Issuer or any successor entity which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Notes, Securities and in such event the Issuer will automatically may be released liquidated and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Issuer will not be released from the obligations to pay the principal of, interest, if any, on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Co-Issuer in accordance with Section 5.01(b), the Co-Issuer Successor Company (if other than the Co-Issuer) will succeed to, and be substituted for, the Co-Issuer under this Indenture and the Notes, and in such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Co-Issuer will not be released from the obligations to pay the principal of and interest on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of a Note Guarantor in accordance with Section 5.01(c), the Successor Note Guarantor (if other than such Note Guarantor) will succeed to, and be substituted for, such Note Guarantor under this Indenture and such Note Guarantor’s Note Guarantee, and in such event such Note Guarantor will automatically be released and discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Note Guarantor will not be released from its obligations under its Note Guaranteedissolved.

Successor Entity Substituted. Upon any consolidation, amalgamation merger or mergerconversion, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer Issuers or any Subsidiary Guarantor in accordance with Section 5.01(a)5.01 hereof, the Successor Company (if other than successor entity formed by such consolidation or conversion into or with which one of the Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and the Notes, and in such event the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Issuer will not be released from the obligations to pay the principal of, interest, if any, on the Notes. Upon any consolidation, amalgamation or merger, Issuers or any Subsidiary Guarantor is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Co-Issuer in accordance with Section 5.01(b), the Co-Issuer Successor Company (if other than the Co-Issuer) will is made shall succeed to, and be substituted for, for (so that from and after the Co-Issuer under this Indenture and the Notes, and in date of such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Co-Issuer will not be released from the obligations to pay the principal of and interest on the Notes. Upon any consolidation, amalgamation or conversion, merger, or any sale, assignment, transfer, lease, conveyance or other disposition disposition, the provisions of this Indenture referring to the “Company,” “Capital” or the applicable “Subsidiary Guarantor,” as the case may be, shall refer instead to the successor entity and not to the Partnership, Capital or such Subsidiary Guarantor, as the case may be), and may exercise every right and power of an Issuer or Subsidiary Guarantor under this Indenture with the same effect as if such successor Person had been named as an Issuer or Subsidiary Guarantor, as applicable, herein; provided, however, that the surviving entity or acquiring entity shall (i) assume all of the obligations of the acquired Person incurred under this Indenture, the Notes, and, if applicable, the Collateral Documents, (ii) acquire and own and operate, directly or through Subsidiaries, all or substantially all of the properties and assets then constituting the assets of the Partnership or the applicable Subsidiary Guarantor, as the case may be, (iii) have been issued, or have a Note Guarantor consolidated Subsidiary which has been issued, Gaming Licenses to operate the acquired casino operations and entities substantially in accordance the manner and scope operated prior to such transaction, which Gaming Licenses are in full force and effect, and (iv) be in compliance fully with Section 5.01(c)5.01 hereof and (v) the Issuers or the applicable Subsidiary Guarantor shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel, subject to customary assumptions and exclusions, stating that the Successor Note Guarantor (if other than such Note Guarantor) will succeed to, and be substituted for, such Note Guarantor under proposed transaction complies with this Indenture and such Note Guarantor’s Note Guarantee, and in such event such Note Guarantor will automatically be released and discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Note Guarantor will not be released from its obligations under its Note GuaranteeIndenture.

Successor Entity Substituted. Upon any consolidation, amalgamation consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer Partnership or any Guarantor in accordance with Section 5.01(a)5.01 hereof, the Successor Company (if other than successor entity formed by such consolidation or into or with which the Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and the Notes, and in Partnership or Guarantor is merged or to which such event the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially all of its assets, the Issuer will not be released from the obligations to pay the principal of, interest, if any, on the Notes. Upon any consolidation, amalgamation or merger, or any 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, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Partnership” or the “Guarantor,” as applicable, shall refer instead to the successor entity and not to the Partnership or the Guarantor, as applicable, and may exercise every right and power of the Partnership or the Guarantor, as applicable, under this Indenture with the same effect as if such successor Person had been named as the Partnership or the Guarantor, as applicable, herein; provided, however, that (a) the surviving entity or acquiring entity shall (i) assume all of the Obligations of the acquired or transferring Person incurred under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, as applicable, (ii) acquire and own and operate, directly or through Subsidiaries, all or substantially all of the properties and assets then constituting the assets of the Co-Issuer Partnership, the applicable Guarantor or any of their Restricted Subsidiaries, as the case may be, (iii) have been issued, or have a consolidated Subsidiary which has been issued, Gaming Licenses to operate any acquired casino operations and entities substantially in accordance the manner and scope operated prior to such transaction, which Gaming Licenses are in full force and effect and (iv) be in compliance fully with Section 5.01(b)5.01 hereof and (b) the Partnership or the applicable Guarantor shall deliver to the Trustee an Officers’ Certificate and Opinion of Counsel, subject to customary assumptions and exclusions, stating that the proposed transaction complies with this Article 5; provided, further, however, that the predecessor, transferring Person or surviving entity shall not be relieved from the obligation to pay the principal of, premium, if any, and Interest on, the Co-Issuer Successor Company (if other than the Co-Issuer) will succeed to, and be substituted for, the Co-Issuer under this Indenture and the Notes, and in such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but Notes except in the case of a lease sale of all or substantially all of its assets, the Co-Issuer will not be released from the obligations to pay the principal of and interest on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of a Note Guarantor in accordance with Section 5.01(c), the Successor Note Guarantor (if other than such Note Guarantor) will succeed to, and be substituted for, such Note Guarantor under this Indenture and such Note Partnership’s or Guarantor’s Note Guaranteeassets, and in such event such Note Guarantor will automatically be released and discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee, but in as the case may be, that meets the requirements of a lease of all or substantially all of its assets, the Note Guarantor will not be released from its obligations under its Note GuaranteeSection 5.01 hereof.

Successor Entity Substituted. Upon any consolidationconsolidation or merger by the Issuer, amalgamation the Company or mergerany other Guarantor with or into any other Person, or any conveyance, transfer, sale, assignment, transfer, lease, conveyance lease or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of all or substantially all of the its properties and assets of the Issuer as an entirety to any Person in accordance with Section 5.01(a)5.1, then if such transaction involves the Company, the Successor Surviving Person shall expressly assume in a supplemental indenture in a form satisfactory to the Trustee, all of the obligations of the Company (if other than under the Issuer) will Indenture and in any such case the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture with the same effect as if such Surviving Person had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such -42- Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in such event its own name or in the name of the Issuer, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer will automatically and delivered to the Trustee; and, upon the order of such Surviving Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be released signed and discharged from delivered to the Trustee on its obligations behalf for the purpose pursuant to such provisions. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture and as the Notes, but Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In case of a lease of all or substantially all of its assets, the Issuer will not be released from the obligations to pay the principal of, interest, if any, on the Notes. Upon any such consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyance, lease, conveyance or other disposition of all or substantially all of the assets of the Co-Issuer such changes in accordance with Section 5.01(b), the Co-Issuer Successor Company (if other than the Co-Issuer) will succeed to, phraseology and form may be substituted for, the Co-Issuer under this Indenture and the Notes, and in such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but made in the case of a lease of all or substantially all of its assets, the Co-Issuer will not Notes thereafter to be released from the obligations to pay the principal of and interest on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of a Note Guarantor in accordance with Section 5.01(c), the Successor Note Guarantor (if other than such Note Guarantor) will succeed to, and issued as may be substituted for, such Note Guarantor under this Indenture and such Note Guarantor’s Note Guarantee, and in such event such Note Guarantor will automatically be released and discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Note Guarantor will not be released from its obligations under its Note Guaranteeappropriate.

Successor Entity Substituted. Upon any consolidationconsolidation or merger by the Issuer, amalgamation the Company or mergerany other Guarantor with or into any other Person, or any conveyance, transfer, sale, assignment, transfer, lease, conveyance lease or other disposition by the Issuer, the Company or any other Guarantor in one or more transactions, of all or substantially all of the its properties and assets of the Issuer as an entirety to any Person in accordance with Section 5.01(a)5.1, the Successor Company (if other than the Issuer) will Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under -46- this Indenture with the same effect as if such Surviving Person had been named as the Issuer or had been a Guarantor herein, and thereafter the Issuer or such Guarantor shall be discharged from all obligations and covenants hereunder and under the Notes. Such Surviving Person (if the successor of the Issuer) may cause to be signed, and may issue either in its own name or in the name of the Issuer, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Surviving Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Responsible Officers of the Issuer to the Trustee for authentication pursuant to such provisions and any Notes which such Surviving Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture and as the Notes, and Notes theretofore or thereafter issued in such event accordance with the Issuer will automatically be released and discharged from its obligations under terms of this Indenture and as though all of such Notes had been issued at the Notes, but in date of the execution hereof. In case of a lease of all or substantially all of its assets, the Issuer will not be released from the obligations to pay the principal of, interest, if any, on the Notes. Upon any such consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyance, lease, conveyance or other disposition of all or substantially all of the assets of the Co-Issuer such changes in accordance with Section 5.01(b), the Co-Issuer Successor Company (if other than the Co-Issuer) will succeed to, phraseology and form may be substituted for, the Co-Issuer under this Indenture and the Notes, and in such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but made in the case of a lease of all or substantially all of its assets, the Co-Issuer will not Notes thereafter to be released from the obligations to pay the principal of and interest on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of a Note Guarantor in accordance with Section 5.01(c), the Successor Note Guarantor (if other than such Note Guarantor) will succeed to, and issued as may be substituted for, such Note Guarantor under this Indenture and such Note Guarantor’s Note Guarantee, and in such event such Note Guarantor will automatically be released and discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Note Guarantor will not be released from its obligations under its Note Guaranteeappropriate.

Successor Entity Substituted. Upon any consolidation, amalgamation consolidation or merger, or any sale, assignment, transfer, lease, conveyance transfer or other disposition lease of all or substantially all of the properties and assets of the Issuer Obligor, in accordance with Section 5.01(a)7.01 or Section 7.02, as the case may be, the Successor Company (if other than the Issuer) successor Entity will succeed to, to and be substituted forfor the Obligor or the Guarantor, as the Issuer under case may be, as Obligor or Guarantor, as the case may be, on the Notes or on the Guarantee, as the case may be, with the same effect as if it had been named in this Indenture as the Obligor or as the Guarantor, as the case may be, and the NotesObligor or the Guarantor, and in such event as the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notescase may be, but shall thereupon, except in the case of a lease of all or substantially all of its assetslease, the Issuer will not be released from all obligations hereunder and under the obligations Notes and the Guarantee, as applicable. Such successor to pay the principal ofObligor may cause to be signed, interest, if any, on and may issue either in its own name or in the Notes. Upon name of the Obligor prior to such succession any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets Notes issuable hereunder which theretofore shall not have been signed by the Obligor and delivered to the Trustee; and, upon the order of such successor Entity instead of the Co-Issuer Obligor and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee, pursuant to the terms hereof, shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Officers of the Obligor to the Trustee for authentication, and any Notes which such successor to the Obligor thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with Section 5.01(b), the Co-Issuer Successor Company (if other than the Co-Issuer) will succeed to, and be substituted for, the Co-Issuer under terms of this Indenture and the Notes, and in such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially as though all of its assets, such Notes had been issued at the Co-Issuer will not be released from the obligations to pay the principal of and interest on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all date of the assets of a Note Guarantor in accordance with Section 5.01(c), the Successor Note Guarantor (if other than such Note Guarantor) will succeed to, and be substituted for, such Note Guarantor under this Indenture and such Note Guarantor’s Note Guarantee, and in such event such Note Guarantor will automatically be released and discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Note Guarantor will not be released from its obligations under its Note Guaranteeexecution hereof.

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

Successor Entity Substituted. Upon any consolidation, amalgamation consolidation or merger, or any sale, assignment, transfer, lease, conveyance transfer or other disposition lease of all or substantially all of the properties and assets of the Issuer Obligor, in accordance with Section 5.01(a)7.01, the Successor Company (if other than the Issuer) successor Entity will succeed to, to and be substituted for, for the Issuer under Obligor as obligor on the Notes with the same effect as if it had been named in this Indenture as the Obligor, and the NotesObligor shall thereupon, and in such event the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but except in the case of a lease of all or substantially all of its assetslease, the Issuer will not be released from the all obligations to pay the principal of, interest, if any, on hereunder and under the Notes. Upon Such successor Entity may cause to be signed, and may issue either in its own name or in the name of the Obligor prior to such succession any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets Notes issuable hereunder which theretofore shall not have been signed by the Obligor and delivered to the Trustee; and, upon the order of such successor Entity instead of the Co-Issuer Obligor and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee, pursuant to the terms hereof, shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the Officers of the Obligor to the Trustee for authentication, and any Notes which such successor Entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with Section 5.01(b), the Co-Issuer Successor Company (if other than the Co-Issuer) will succeed to, and be substituted for, the Co-Issuer under terms of this Indenture and the Notes, and in such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes, but in the case of a lease of all or substantially as though all of its assets, such Notes had been issued at the Co-Issuer will not be released from the obligations to pay the principal of and interest on the Notes. Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all date of the assets of a Note Guarantor in accordance with Section 5.01(c), the Successor Note Guarantor (if other than such Note Guarantor) will succeed to, and be substituted for, such Note Guarantor under this Indenture and such Note Guarantor’s Note Guarantee, and in such event such Note Guarantor will automatically be released and discharged from its obligations under this Indenture and such Note Guarantor’s Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Note Guarantor will not be released from its obligations under its Note Guaranteeexecution hereof.