Common use of Successor Company Substituted Clause in Contracts

Successor Company Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Company Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease of the Company's properties and assets substantially as an entirety and not as part of a merger or consolidation, the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Company Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.18.01, the successor entity corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the SecuritiesSecurities and may be dissolved and liquidated. Such successor Person may cause to be executedsigned, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver make available for delivery any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities that such successor Person thereafter shall cause to be executed signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this IndentureIndenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Company Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor entity corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Company Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, ,transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Company Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company -57- herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Company Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1801, the successor entity Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, conveyance or transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Company Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.18.1 and the execution and delivery to the Trustee of the supplemental indenture described in Section 8.1(a), the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyanceconveyance or transfer, transfer or lease following the execution and delivery of such supplemental indenture, the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsbehalf. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.appropriate to reflect such occurrence. Supplemental Indentures

Successor Company Substituted. (a) Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.18.1 and the execution and delivery to the Trustee of the supplemental indenture described in Section 8.1(a), the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyanceconveyance or transfer, transfer or lease following the execution and delivery of such supplemental indenture, the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. (b) Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsbehalf. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. (c) In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriateappropriate to reflect such occurrence. ARTICLE IX Supplemental Indentures SECTION 9.1.

Successor Company Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, conveyance or transfer or lease (but not in the case of any such lease) the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Company Substituted. Upon In case of any consolidation or merger by the Company with or into any other Personsuch consolidation, or any merger, conveyance, transfer or lease lease, and following such an assumption by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1successor corporation, the such successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made corporation shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. Such successor Person corporation may cause to be executedsigned, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities Notes issuable hereunder that hereunder, which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that Notes, which previously shall have been signed and delivered by the officers Officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities that Notes, which such successor Person corporation thereafter shall cause to be executed signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Notes theretofore or thereafter issued in accordance with the terms of this IndentureIndenture as though all of such Notes had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Securities Notes 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 Company or any successor corporation 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 and may be liquidated and dissolved.

Successor Company Substituted. Upon In case of any consolidation or merger by the Company with or into any other Personsuch consolidation, or any merger, sale, conveyance, transfer or lease in which the Issuer or Parent (as the case may be) is not the surviving company and upon the assumption by the Company Successor Issuer or the Successor Parent (as the case may be), by supplemental indenture, executed and delivered to the Trustee, of its properties and assets substantially the obligations of the Issuer or Parent (as an entirety to any Person in accordance with the case may be) as required by Section 8.15.01, the successor entity formed by such consolidation Successor Issuer or into which the Company is merged or to which such conveyance, transfer or lease is made Successor Parent shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture Issuer or Parent, respectively, with the same effect as if such successor Person it had been named herein as the Company herein; party of this first part, and in the event of any such conveyance, transfer Issuer or lease Parent (as the Company case may be) shall be discharged from all its obligations and covenants under the Notes, the Notes Guarantees and this Indenture and the Securities(as applicable). Such successor Person Any such Successor Issuer thereupon may cause to be executedsigned, and may issue either in its own name or in the name of the Company, Issuer any or all of the Securities Notes, issuable hereunder that theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order receipt of an Authentication Order of such successor Person Successor Issuer instead of the Company Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities Notes that previously shall have been signed and delivered by the officers Officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities Notes that such successor Person Successor Issuer thereafter shall cause to be executed signed and delivered to the Trustee on its behalf for that purpose. Except as specifically provided in this Indenture, all the purpose pursuant to such provisions. All the Securities Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Notes theretofore or thereafter issued in accordance with the terms of this IndentureIndenture as though all of such Notes had been issued at the date of the execution hereof. In case the event of any such consolidation, merger, sale, conveyance or leasetransfer, upon compliance with Article 5, the Person named as the “Issuer” or “Parent” (as the case may be) in this Indenture or any successor that shall thereafter have become such changes in phraseology and form the manner prescribed in this Article 5 may be made dissolved, wound up and liquidated at any time thereafter and such Person shall be discharged from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. The provisions in this Article 5 shall not apply to the Securities thereafter to be issued as may be appropriatesale, conveyance, transfer or lease of assets among the Subsidiaries of the Parent.

Successor Company Substituted. Upon any consolidation or ----------------------------- merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.18.01, the successor entity corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the SecuritiesSecurities and may be dissolved and liquidated. Such successor Person may cause to be executedsigned, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver make available for delivery any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities that such successor Person thereafter shall cause to be executed signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this IndentureIndenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Company Substituted. Upon In case of any consolidation consolidation, merger, sale, lease or merger conveyance referred to in Section 9.1, and following such an assumption by the Successor Company, such Successor Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Guarantor or the Issuer, and as the case may exercise every right and power ofbe, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. Such successor Person Successor Company may cause to be executedsigned, and may issue either in its own name or in the name of the CompanyGuarantor or the Issuer, as the case may be, prior to such succession, any or all of the Securities Notes issuable hereunder that which theretofore shall not have been signed by the Company Guarantor or the Issuer, as the case may be, and delivered to the Trustee; and, upon the order of such successor Person Successor Company, instead of the Company Guarantor or the Issuer, 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 that Notes which previously shall have been signed and delivered by the officers of the Company Guarantor or the Issuer, as the case may be, to the Trustee for authentication pursuant to such provisions authentication, and any Securities that Notes which such successor Person Successor Company thereafter shall cause to be executed signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Notes theretofore or thereafter issued in accordance with the terms of this IndentureIndenture as though all of such Notes had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, lease or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities Notes thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease), the Guarantor or the Issuer or any Successor Company 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 and may be liquidated and dissolved.

Successor Company Substituted. Upon any consolidation of the Company with, or merger by of the Company with or into into, any other Person, corporation or any conveyance, transfer or lease by of the Company of its properties and assets of the Company substantially as an entirety to any Person in accordance with Section 8.1, the successor entity corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person corporation had been named as the Company herein; , and thereafter, except in the event case of any such conveyancea lease, transfer or lease the Company predecessor corporation shall be discharged from relieved of all obligations and covenants under the this Indenture and the Securities. Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Company Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance, and following such an assumption by the Company with or into any other Personsuccessor corporation, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the such successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made corporation shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. Such successor Person corporation may cause to be executedsigned, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities Notes issuable hereunder that hereunder, which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that Notes, which previously shall have been signed and delivered by the officers Officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities that Notes, which such successor Person corporation thereafter shall cause to be executed signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Notes theretofore or thereafter issued in accordance with the terms of this IndentureIndenture as though all of such Notes had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance lease or leaseconveyance, such changes in phraseology and form (but not in substance) may be made in the Securities Notes thereafter to be issued as may be appropriate. In the event of any such sale or conveyance (other than a conveyance by way of lease), the Company or any successor corporation 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 and may be liquidated and dissolved.

Successor Company Substituted. Upon In case of any consolidation such consolidation, merger, sale, lease or merger conveyance, and following such an assumption by the Successor Company, such Successor Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Issuer, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. Such successor Person Successor Company may cause to be executedsigned, and may issue either in its own name or in the name of the Company, Issuer prior to such succession any or all of the Securities issuable hereunder that which together with any Coupons appertaining thereto theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor Person Successor Company, instead of the Company Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication pursuant to such provisions authentication, and any Securities that which such successor Person Successor Company thereafter shall cause to be executed signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat 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 the terms of this IndentureIndenture 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 or lease, such changes in phraseology phrasing and form (but not in substance) may be made in the Securities and Coupons 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 Successor Company 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 Securities and may be liquidated and dissolved.

Successor Company Substituted. (a) Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.18.1 and the execution and delivery to the Trustee of the supplemental indenture described in Section 8.1(a), the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyanceconveyance or transfer, transfer or lease following the execution and delivery of such supplemental indenture, the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. (b) Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsbehalf. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Company Substituted. Upon In case of any consolidation such consolidation, amalgamation, merger, statutory arrangement, sale, conveyance or merger lease and upon the assumption by the Company with or into any other PersonSuccessor Company, or any conveyanceby supplemental indenture, transfer or lease executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall thereupon be discharged from all obligations and covenants under relieved of any further obligation or liabilities hereunder or upon the Indenture Securities, and the SecuritiesCompany as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound-up or liquidated. Such successor Person Successor Company thereupon may cause to be executedsigned, and may issue either in its own name or in the name of the Company, Company any or all of the Securities issuable hereunder that which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate certify and shall deliver any Securities that which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions certification, and any Securities that which such successor Person Successor Company thereafter shall cause to be executed signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of this Indenture. In case of any such consolidation, amalgamation, merger, statutory arrangement, sale, conveyance or lease, or change in the name of the Company, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may may, in the opinion of the Trustee, be appropriate.

Successor Company Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.18.1 and the execution and delivery to the Trustee of the supplemental indenture described in Section 8.1(a), the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyanceconveyance or transfer, transfer or lease following the execution and delivery of such supplemental indenture, the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsbehalf. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriateappropriate to reflect such occurrence.

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

Successor Company Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease of the Company’s properties and assets substantially as an entirety and not as part of a merger or consolidation, the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Company Substituted. Upon any consolidation ------------------------------ or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.18.01, the successor entity corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the SecuritiesSecurities and may be dissolved and liquidated. Such successor Person may cause to be executedsigned, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver make available for delivery any Securities that which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities that which such successor Person thereafter shall cause to be executed signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this IndentureIndenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Successor Company Substituted. Upon In case of any consolidation or merger by the Company with or into any other Personsuch consolidation, or any merger, sale, conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor entity formed by such consolidation or into which the Company is merged not the surviving company and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee, of the due and punctual payment of the principal of and interest (including Supplementary Interest, if any) on all of the Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or to which satisfied by the Company, except in the case of a lease of all or substantially all of the Company’s properties and assets, such conveyance, transfer or lease is made Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture Company, with the same effect as if such successor Person it had been named herein as the Company herein; party of this first part, and in the event of any such conveyance, transfer or lease the Company shall be discharged from all its obligations and covenants under the Indenture Notes and the Securitiesthis Indenture. Such successor Person Successor Company thereupon may cause to be executedsigned, and may issue either in its own name or in the name of the Company, Company any or all of the Securities Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order receipt of a Company Order of such successor Person Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver deliver, or cause to be authenticated and delivered, any Securities Notes that previously shall have been signed and delivered by the officers Officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities Notes that such successor Person Successor Company thereafter shall cause to be executed signed and delivered to the Trustee on its behalf for that purpose. Except as specifically provided in this Indenture, all the purpose pursuant to such provisions. All the Securities Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Notes theretofore or thereafter issued in accordance with the terms of this IndentureIndenture as though all of such Notes had been issued at the date of the execution hereof. In case the event of any such consolidation, merger, sale, conveyance or leasetransfer, upon compliance with Article 5, the Person named as the “Company” in this Indenture or any successor that shall thereafter have become such changes in phraseology and form the manner prescribed in this Article 5 may be made dissolved, wound up and liquidated at any time thereafter and such Person shall be discharged from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. The provisions in this Article 5 shall not apply to the Securities thereafter to be issued as may be appropriatesale, conveyance, transfer or lease of assets among the Subsidiaries of the Company.

Successor Company Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.18.01, the successor entity corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the SecuritiesSecurities and may be dissolved and liquidated. Such successor Person may cause to be executedsigned, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver make available for delivery any Securities that which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities that which such successor Person thereafter shall cause to be executed signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this IndentureIndenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.. 89 89

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

Successor Company Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.. 79 - 73 -

Successor Company Substituted. Upon any consolidation consolidation, amalgamation or merger by the Company with or into any other Person, or any sale, conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1Person, the successor entity formed by such consolidation or amalgamation into which the Company is merged or to which such sale, conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture Note Purchase Agreement with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer merger, amalgamation or lease transfer, the Company shall be discharged from all obligations and covenants under the Indenture this Note Purchase Agreement and the Securities. Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsCompany. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture Note Purchase Agreement as the Securities theretofore or thereafter issued in accordance with the terms of this IndentureNote Purchase Agreement. In case of any such consolidation, amalgamation, merger, sale, conveyance conveyance, transfer or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriateappropriate to reflect such occurrence.

Successor Company Substituted. (a) Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.18.1 and the execution and delivery to the Trustee of the supplemental indenture described in Section 8.1(a), the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyanceconveyance or transfer, transfer or lease following the execution and delivery of such supplemental indenture, the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. (b) Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsbehalf. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. (c) In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.appropriate to reflect such occurrence. 51

Successor Company Substituted. Upon In case of any consolidation such consolidation, merger, sale or merger conveyance and upon the assumption by the Company with successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of or into any other Person, or any conveyance, transfer or lease interest on all of the Securities and Coupons and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company of its properties and assets substantially as an entirety Company, such successor corporation will succeed to any Person in accordance with Section 8.1, the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted forfor the Company, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person it had been named herein as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the SecuritiesCompany. Such successor Person corporation thereupon may cause to be executedsigned, and may issue either in its own name or in the name of the Company, Company prior to such succession any or all of the Securities issuable hereunder that hereunder, together with any Coupons which theretofore shall have not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person corporation instead of the Company and subject to all the terms, conditions conditions, and limitations in this Indenture prescribed, the Trustee shall will authenticate and shall will deliver any Securities that Securities, together with any Coupons which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions Trustee, and any Securities that Securities, together with any Coupons which such successor Person corporation thereafter shall will cause to be executed signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All the Securities so issued shall issued, together with any Coupons, will in all respects have the same legal rank and benefit under this Indenture as the Securities and Coupons theretofore or thereafter issued in accordance with the terms of this IndentureIndenture as though all of such Securities and Coupons had been issued at the date of the execution hereof. In case the event of any such consolidation, merger, sale, sale or conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Securities and Coupons 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 Company or any successor corporation will be discharged from all obligations and covenants under this Indenture and the Securities and Coupons and may be liquidated and dissolved.

Successor Company Substituted. Upon (a) In case of any consolidation such consolidation, merger, sale or merger conveyance and upon any such assumption by the Successor Company, such Successor Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, to and be substituted for, and may exercise every right and power of, the Company under this Indenture Company, with the same effect as if such successor Person it had been named herein as the Company herein; and in party of the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securitiesfirst part. Such successor Person Successor Company thereupon may cause to be executedsigned, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person Successor Company, instead of the Company Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver make available for delivery any Securities that which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities that which such successor Person Successor Company thereafter shall cause to be executed signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsthat purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. In case Indenture as though all of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in Securities had been issued at the Securities thereafter to be issued as may be appropriatedate of the execution thereof.

Successor Company Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.18.1 and the execution and delivery to the Trustee of the supplemental indenture described in Section 8.1(a), the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyanceconveyance or transfer, transfer or lease following the execution and delivery of such supplemental indenture, the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions authentication, and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf for the purpose pursuant to such provisionsbehalf. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriateappropriate to reflect such occurrence. Supplemental Indentures Supplemental Indentures without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities under this Indenture; provided, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security, change the Stated Maturity of the principal or any premium of any Security or change the date of payment of any installment of interest (including any Additional Interest) on any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof or change the place of payment where, or the coin or currency in which, any Security or interest thereon is payable, or restrict or impair the right to institute suit for the enforcement of any such payment on or after such date, or reduce the percentage in aggregate principal amount of the Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with any provision of this Indenture or of defaults hereunder and their consequences provided for in this Indenture, or modify any of the provisions of this Section 9.2, Section 5.13 or Section 10.7, except to increase any percentage in aggregate principal amount of the Outstanding Securities, the consent of whose Holders is required for any reason, or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security; provided, further, that, so long as any Preferred Securities remain outstanding, no amendment under this Section 9.2 shall be effective until the holders of a majority in Liquidation Amount of the Trust Securities shall have consented to such amendment; provided, further, that if the consent of the Holder of each Outstanding Security is required for any amendment under this Indenture, such amendment shall not be effective until the holder of each outstanding Trust Security shall have consented to such amendment. It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.