Common use of Successor Corporation Substituted Clause in Contracts

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest, if any, on the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 Successor Person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation by the Company with or mergermerger by the Company into any other corporation or any conveyance, or any sale, lease, conveyance other transfer or other disposition of all or substantially all lease of the properties and assets of the Company substantially as an entirety in accordance with Section 5.11101, the successor corporation formed by such consolidation or into or with which the Company is merged or the Person to which such saleconveyance, lease, conveyance transfer or other disposition 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 has Person had been named as the Company herein; provided, howeverand thereafter, that the predecessor Company except in the case of a salelease, conveyance or other disposition (other than a lease) the predecessor Person shall be released from relieved of all obligations and covenants under this Indenture and the Securities.Securities Outstanding hereunder. ARTICLE TWELVE

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company company in the case of a sale, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest, if any, on the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the SecuritiesNotes.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (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 Company shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of, of the Company under this Indenture with the same effect as if such successor person Person has been named as the Company Company, herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, leaseassignment, transfer, conveyance or other disposition of all or substantially all of the assets of the Company Company, in accordance with Section 5.15.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, leaseassignment, transfer, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor corporation and not to the Company) and may exercise every right all rights and power powers of, the Company under this Indenture with the same effect as if such successor person has Person had been named as the Company company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation person formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company company in the case of a sale, lease, conveyance or other disposition (other than a lease) of all or substantially all of the assets of the Company shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest, if any, on the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1601 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the "Company" shall refer instead to the successor corporation), and may exercise every right and power of, of the Company under this Indenture with the same effect as if such successor person Person has been named as the Company Company, herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation with or mergermerger into any other Corporation, or any saleconveyance, lease, conveyance transfer or other disposition lease of all or substantially all of the assets of the Company in accordance with Section 5.19.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such saleconveyance, lease, conveyance transfer or other disposition 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 has corporation had been named as the Company herein; provided, however, that and thereafter the predecessor Company Person (except in the case of a sale, conveyance or other disposition (other than a lease) shall be released from relieved of all obligations and covenants under this Indenture and the Debt Securities.

Successor Corporation Substituted. Upon any consolidation or such consolidation, merger, or any share exchange, sale, assignment, conveyance, lease, conveyance transfer or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation person formed by such consolidation or share exchange or into or with which the Company is merged or to which such sale, assignment, conveyance, lease, conveyance transfer or other disposition is made shall will 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 has had been named as the Company herein; provided, however, that the predecessor Company and thereafter (except in the case of a sale, conveyance or other disposition (other than a lease) shall the predecessor corporation will be released from relieved of all further obligations and covenants under this Indenture and the SecuritiesConvertible Notes.

Successor Corporation Substituted. Upon any consolidation or merger, merger by the Company with or into any other corporation or any saleconveyance, lease, conveyance transfer or other disposition of all or substantially all lease of the properties and assets of the Company substantially as an entirety to any Person, in accordance with Section 5.16.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such saleconveyance, lease, conveyance transfer or other disposition 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 has corporation had been named as the Company herein; provided, howeverand thereafter, that the predecessor Company except in the case of a salelease to another Person, conveyance or other disposition (other than a lease) the predecessor corporation shall be released from relieved of all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.17.1 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for, for and may exercise every right and power of, the Company under this Indenture indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest on the Securities.

Successor Corporation Substituted. Upon any consolidation by the Company, with or merger, merger by the Company into any other corporation or any saleconveyance, lease, conveyance transfer or other disposition of all or substantially all lease of the properties and assets of the Company substantially as an entirety in accordance with Section 5.18.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such saleconveyance, lease, conveyance transfer or other disposition 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 has had been named as the Company herein; providedand thereafter, however, that the predecessor Company except in the case of a salelease, conveyance or other disposition (other than a lease) the Company shall be released discharged from all obligations and covenants under this the Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, merger by the Company with or into any other corporation or any saleconveyance, lease, conveyance transfer or other disposition of all or substantially all lease of the properties and assets of the Company substantially as an entirety to any Person, in accordance with Section 5.16.1 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such saleconveyance, lease, conveyance transfer or other disposition 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 has corporation had been named as the Company herein; provided, howeverand thereafter, that the predecessor Company except in the case of a salelease to another Person, conveyance or other disposition (other than a lease) the predecessor corporation shall be released from relieved of all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.1 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, leaseassignment, transfer, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has Person had been named as the Company herein; provided, howeverand, that thereupon, the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants relieved of any further liability or obligation hereunder or under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.14.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest, if any, on the Securities.

Successor Corporation Substituted. Upon any consolidation with or mergermerger into any other corporation or other Person, or any saleconveyance, lease, conveyance transfer or other disposition of all or substantially all lease of the properties and assets of the Company in accordance with Section 5.1substantially as an entirety, the successor corporation or Person formed by such consolidation or into or with which the Company is merged or to which such saleconveyance, lease, conveyance transfer or other disposition 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 has corporation or Person had been named as the Company herein; provided, howeverand thereafter, that the predecessor Company except in the case of a salelease, conveyance or other disposition (other than a lease) the predecessor corporation shall be released from relieved of all obligations and covenants under this Indenture and the Debt Securities."

Successor Corporation Substituted. Upon any consolidation by the Company with or merger, merger by the Company into any other Person or any saleconveyance, lease, conveyance transfer or other disposition of all or substantially all lease of the properties and assets of the Company substantially as an entirety in accordance with Section 5.1801, the successor corporation Person formed by such consolidation or into or with which the Company is merged or to which such saleconveyance, lease, conveyance transfer or other disposition 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 has Person had been named as the Company herein; provided, howeverand thereafter, that the predecessor Company except in the case of a salelease, conveyance or other disposition (other than a lease) the predecessor Person shall be released from relieved of all obligations and covenants under this Indenture and the SecuritiesSecurities and Coupons.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest on the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company or NLC, as applicable, in accordance with Section 5.15.01 or Section 5.02, the successor corporation formed by such consolidation or into or with which the Company or NLC, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, and may exercise every right and power ofmerger, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; providedsale, however, that the predecessor Company in the case of a salelease, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under disposition, the provisions of this Indenture and referring to the Securities."Company" or "

Successor Corporation Substituted. Upon any consolidation or merger, or any saleconveyance, leasetransfer, conveyance or other disposition lease of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such saleconveyance, leasetransfer, conveyance or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Securities with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition transfer (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation Person formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition transfer is made shall succeed to, to and (except in the case of a lease) 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 has Person had been named therein as the Company herein; providedCompany, however, that the predecessor Company and (except in the case of a sale, conveyance or other disposition (other than a lease) the Company shall be released from all the obligations under the Notes and covenants under this Indenture and the SecuritiesIndenture, except with respect to any obligations that arise from, or are related to, such transaction.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance conveyance, assignment or other disposition transfer of all or substantially all of the property and assets of the Company in accordance with Section 5.17.1, the successor corporation (if other than the Company) formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance conveyance, assignment or other disposition transfer 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 has corporation had been named as the Company herein; provided, however, that and the predecessor Company corporation (except in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all of its obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or consolidation, merger, or any sale, lease, conveyance lease or other disposition of all or substantially all transfer of the consolidated assets of the Company and its Subsidiaries substantially as an entirety in accordance with Section 5.15.01, the successor corporation Person formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition transfer is made shall succeed to, to and (except in the case of a lease) 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 has Person had been named therein as the Company herein; providedCompany, however, that the predecessor Company and (except in the case of a sale, conveyance or other disposition (other than a lease) the Company shall be released from all the obligations under the Notes and covenants under this Indenture and the SecuritiesIndenture, except with respect to any obligations that arise from, or are related to, such transaction.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest on the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company or any assignment of its obligations under this Indenture or the Securities of any series in accordance with Section 5.110.01, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition or assignment 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 has been named as the Company herein; provided, however, that the -------- ------- predecessor Company in the case of a sale, lease, conveyance or other disposition (other than a lease) or assignment shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest on the SecuritiesSecurities of any series.

Successor Corporation Substituted. Upon any consolidation or such consolidation, merger, or any sale, assignment, conveyance, lease, conveyance transfer or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation person formed by such consolidation or into or with which the Company is merged or to which such saleassignment, conveyance, lease, conveyance transfer or other disposition is made shall will 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 has had been named as the Company herein; providedtherein, however, that the predecessor Company and thereafter (except in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a leasedisposition) shall the predecessor corporation will be released from relieved of all further obligations and covenants under this Indenture and the SecuritiesConvertible Subordinated Notes.

Successor Corporation Substituted. Upon any consolidation or mergermerger of the Company with or into any Person, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company or any assignment of the obligations of the Company under this Indenture or the Securities in accordance with Section 5.15.01, the successor corporation Successor formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition or assignment is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company Company, under this Indenture and the Securities with the same effect as if such successor person has Successor had been named as the Company herein; provided, however, that herein and the predecessor Company in the case of a sale, lease, conveyance or other disposition (other than a lease) or assignment, shall be released from all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company in the -------- ------- case of a sale, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest, if any, on the Securities.

Successor Corporation Substituted. Upon any consolidation of the Company with or merger, merger of the Company into any other corporation or any saleconveyance, lease, conveyance transfer or other disposition of all or substantially all lease of the properties and assets of the Company substantially as an entirety in accordance with Section 5.18.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such saleconveyance, lease, conveyance transfer or other disposition 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 has corporation had been named as the Company herein; provided, howeverand thereafter, that the predecessor Company except in the case of a salelease of its properties and assets substantially as an entirety, conveyance or other disposition (other than a lease) the predecessor corporation shall be released from relieved of all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation with or mergermerger into any other Corporation, or any saleconveyance, lease, conveyance transfer or other disposition of all or substantially all lease of the properties and assets of the Company substantially as an entirety in accordance with Section 5.110.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such saleconveyance, lease, conveyance transfer or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture (including the Guarantees) with the same effect as if such successor person has corporation had been named as the Company herein; provided, however, that and thereafter the predecessor Company Person (except in the case of a sale, conveyance or other disposition (other than a lease) shall be released from relieved of all obligations and covenants under this Indenture and the SecuritiesDebt Securities (including the Guarantees).

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company in the -------- ------- case of a sale, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest on the Securities.

Successor Corporation Substituted. Upon any consolidation with or mergermerger into any other Corporation, or any saleconveyance, lease, conveyance transfer or other disposition of all or substantially all lease of the properties and assets of the Company substantially as an entirety in accordance with Section 5.110.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such saleconveyance, lease, conveyance transfer or other disposition 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 has corporation had been named as the Company herein; provided, however, that and thereafter the predecessor Company Person (except in the case of a sale, conveyance or other disposition (other than a lease) shall be released from relieved of all obligations and covenants under this Indenture and the Debt Securities.

Successor Corporation Substituted. Upon any consolidation or such consolidation, merger, or any sale, assignment, conveyance, lease, conveyance transfer or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, conveyance, lease, conveyance transfer or other disposition is made shall will 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 has had been named as the Company herein; providedtherein, however, that the predecessor Company and thereafter (except in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a leasedisposition) shall the predecessor corporation will be released from relieved of all further obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation of the Company with or merger, merger of the Company into any other corporation or any saleconveyance, lease, conveyance trans fer or other disposition of all or substantially all lease of the properties and assets of the Company substantially as an entirety in accordance with Section 5.18.01, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such saleconveyance, lease, conveyance transfer or other disposition 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 has corporation had been named as the Company herein; provided, howeverand thereafter, that the predecessor Company except in the case of a salelease, conveyance or other disposition (other than a lease) the predecessor corporation shall be released from relieved of all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.17.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for, for and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest on the Securities.

Successor Corporation Substituted. Upon any consolidation by the Company with or merger, merger by the Company into any other corporation or any saleconveyance, lease, conveyance transfer or other disposition of all or substantially all lease of the properties and assets of the Company substantially as an entirety in accordance with Section 5.18.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such saleconveyance, lease, conveyance transfer or other disposition 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 has corporation had been named as the Company herein; provided, howeverand thereafter, that the predecessor Company except in the case of a sale, conveyance or other disposition (other than a lease) lease the predecessor corporation shall be released from relieved of all obligations and covenants under this Indenture and the SecuritiesSecurities and coupons, if any, appertaining thereto.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Securities with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the SecuritiesNotes.

Successor Corporation Substituted. Upon any consolidation or such consolidation, merger, or any sale, assignment, conveyance, lease, conveyance transfer or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, conveyance, lease, conveyance transfer or other disposition is made shall will 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 has had been named as the Company herein; providedtherein, however, that the predecessor Company and thereafter (except in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a leasedisposition) shall the predecessor corporation will be released from relieved of all further obligations and covenants under this Indenture and the SecuritiesConvertible Subordinated Notes.

Successor Corporation Substituted. Upon any consolidation or such consolidation, merger, or any share exchange, sale, assignment, conveyance, lease, conveyance transfer or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.18.01, the successor corporation Person formed by such consolidation or share exchange or into or with which the Company is merged or to which such sale, assignment, conveyance, lease, conveyance transfer or other disposition is made shall will 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 has had been named as the Company herein; provided, however, that the predecessor Company and thereafter (except in the case of a sale, conveyance or other disposition (other than a lease) shall the predecessor corporation will be released from relieved of all further obligations and covenants under this Indenture and the SecuritiesNotes.

Successor Corporation Substituted. Upon any consolidation by the Company with, or mergermerger by the Company into, any other corporation, or any saleconveyance, leasetransfer or lease to, conveyance or other disposition of all or substantially all of the assets of any Person by the Company in accordance with Section 5.1, . the successor corporation formed by such consolidation or into or with which the Company is merged or to which such saleconveyance, lease, conveyance transfer or other disposition 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 has corporation had been named as the Company herein; providedin this Indenture, howeverand thereafter, that the predecessor Company except in the case of a saleconveyance by lease, conveyance or other disposition (other than a lease) the predecessor corporation shall be released from relieved of all obligations and covenants under this Indenture and the SecuritiesIndenture.

Successor Corporation Substituted. Upon any consolidation or merger, merger or any sale, lease, conveyance or other disposition transfer of all or substantially all of the assets of the Company in accordance with Section 5.15.1 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition transfer is made shall (except in the case of a lease) succeed to, 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 has corporation had been named therein as the Company herein; providedCompany, however, that the predecessor Company and (except in the case of a sale, conveyance or other disposition (other than a lease) the Company shall be released from all the obligations under the Notes and covenants under this Indenture and the Securitiesexcept with respect to any obligations that arise from, or are related to, such transaction.

Successor Corporation Substituted. Upon any consolidation by the Company with or merger, merger by the Company into any other corporation or any sale, lease, conveyance sale or other disposition transfer of all or substantially all of the property and assets of the Company in accordance with Section 5.15.01, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance sale or other disposition transfer 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 has corporation had been named as the Company herein; provided, howeverand thereafter, that the predecessor Company except in the case of a salelease, conveyance or other disposition (other than a lease) the predecessor corporation shall be released from relieved of all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company Corporation in accordance with Section 5.16.01, the successor corporation formed by such consolidation or into or with which the Company Corporation is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company Corporation under this Indenture with the same effect as if such successor person has been named as the Company Corporation herein; provided, however, that the predecessor Company Corporation in the case of a sale, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest on the SecuritiesDebentures.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation or partnership formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 Person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest on the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, and may exercise every right and power ofmerger, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; providedsale, however, that the predecessor Company in the case of a salelease, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under disposition, the provisions of this Indenture and referring to the Securities."Company" or "

Successor Corporation Substituted. Upon any consolidation or merger, or any saleconveyance, lease, conveyance transfer or other disposition of all or substantially all lease of the properties and assets of the Company substantially as an entirety in accordance with Section 5.18.1 hereof, the successor corporation Person formed by such consolidation or into or with which the Company is merged or to which such saleconveyance, lease, conveyance transfer or other disposition 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 has Person had been named as the Company herein; provided. In the event of any such conveyance or transfer, however, that the predecessor Company but not in the case of a salelease, conveyance the Company as the predecessor corporation may be dissolved, wound up or other disposition (other than liquidated at any time thereafter and the Company, except in the case of a lease) , shall be released discharged from all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, 18 24 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 has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest, if any, on the Securities.

Successor Corporation Substituted. Upon any consolidation or such consolidation, merger, or any sale, assignment, conveyance, lease, conveyance transfer or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, conveyance, lease, conveyance transfer or other disposition is made shall will 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 has had been named as the Company herein; providedtherein, however, that the predecessor Company and thereafter (except in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a leasedisposition) shall the predecessor corporation will be released from relieved of all further obligations and covenants under this Indenture and the SecuritiesNotes.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the The successor corporation formed by such consolidation or into or with which the Company is merged or to which such saleconveyance, lease, conveyance transfer or other disposition lease is made shall succeed to, to and be substituted for, and may exercise every right and power of, the Company under this Subordinated Indenture with the same effect as if such successor person has corporation had been named as the Company herein; provided, however, that the predecessor Company and thereafter (except in the case of a sale, conveyance or other disposition (other than a leaselease to another Person) the predecessor corporation shall be released from relieved of all obligations and covenants under this the Subordinated Indenture and the SecuritiesSubordinated Securities and, in the event of such conveyance or transfer, any such predecessor corporation may be dissolved and liquidated.

Successor Corporation Substituted. Upon any consolidation by the Company with or merger, merger by the Company into any other Corporation or any saleconveyance, lease, conveyance transfer or other disposition of all or substantially all lease of the properties and assets of the Company as, or substantially as, an entirety to any Person in accordance with Section 5.18.01, the successor corporation Corporation formed by such consolidation or into or with which the Company is merged or to which such saleconveyance, lease, conveyance transfer or other disposition 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 has been named as the Company herein; provided, howeverand thereafter, that the predecessor Company except in the case of a salelease to another Person, conveyance or other disposition (other than a lease) the predecessor Corporation shall be released from relieved of all obligations and covenants under this Indenture and the SecuritiesNotes.

Successor Corporation Substituted. Upon any consolidation or such consolidation, merger, or any share exchange, sale, assignment, conveyance, lease, conveyance transfer or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation person formed by such consolidation or share exchange or into or with which the Company is merged or to which such sale, assignment, conveyance, lease, conveyance transfer or other disposition is made shall will 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 has had been named as the Company herein; provided, however, that the predecessor Company and thereafter (except in the case of a sale, conveyance or other disposition (other than a lease) shall the predecessor corporation will be released from relieved of all further obligations and covenants under this Indenture and the SecuritiesConvertible Subordinated Notes.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture interest, if any, on the Securities. The Company, the Trustee and the Securitiessuccessor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.17.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for, for and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest on the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, lease, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 Person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest on the SecuritiesNotes.

Successor Corporation Substituted. Upon any consolidation or such consolidation, merger, or any share exchange, sale, assignment, conveyance, lease, conveyance transfer or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1801, the successor corporation Person formed by such consolidation or share exchange or into or with which the Company is merged or to which such sale, assignment, conveyance, lease, conveyance transfer or other disposition is made shall will 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 has had been named as the Company herein; provided, however, that the predecessor Company and thereafter (except in the case of a sale, conveyance or other disposition (other than a lease) shall the predecessor corporation will be released from relieved of all further obligations and covenants under this Indenture and the SecuritiesNotes.

Successor Corporation Substituted. Upon any consolidation or merger, merger of the Company or any sale, lease, conveyance conveyance, transfer or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.110.01, the successor corporation any Successor formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance conveyance, transfer or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, of the Company under this Indenture and each series of Debentures with the same effect as if such successor person has Successor had been named as the Company herein; provided, however, that herein and the predecessor Company Company, in the case of a sale, conveyance conveyance, transfer or other disposition (other than a lease) ), shall be released from all obligations and covenants under this Indenture and the Securitieseach series of Debentures.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.17.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for, for and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person Person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest on the SecuritiesNotes.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01 hereof, the successor corporation Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, and may exercise every right and power ofmerger, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; providedsale, however, that the predecessor Company in the case of a salelease, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.disposition, the

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation person formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company company in the case of a sale, lease, conveyance or other disposition (other than a lease) of all or substantially all of the assets of the Company shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest, if any, on the Securities. ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.01.

Successor Corporation Substituted. Upon any consolidation or such consolidation, merger, or any share exchange, sale, assignment, conveyance, lease, conveyance transfer or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation person formed by such consolidation consolidation, or share exchange or into or with which the Company is merged or to which such sale, assignment, conveyance, lease, conveyance transfer or other disposition is made shall will 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 has had been named as the Company herein; providedtherein, however, that the predecessor Company and thereafter (except in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a leasedisposition) shall the predecessor corporation will be released from relieved of all further obligations and covenants under this Indenture and the SecuritiesSenior Convertible Notes.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation person formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company company in the case of a sale, lease, conveyance or other disposition (other than a lease) of all or substantially all of the assets of the Company shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest, if any, on the Securities. ARTICLE VI DEFAULTS AND REMEDIES SECTION

Successor Corporation Substituted. Upon any consolidation consolidation, combination or merger, merger or any sale, lease, conveyance or other disposition transfer of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation Person formed by such consolidation or into or with which the Company is merged or to which such saleconveyance, lease, conveyance lease or other disposition transfer is made shall (upon the required assumption described in Section 5.1) succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture and the Notes with the same effect as if such successor person has had been named as the Company herein; provided, however, that the predecessor Company herein and thereafter (except in the case of a sale, conveyance or other disposition (other than a lease) shall the predecessor corporation will be released from relieved of all further obligations and covenants under this Supplemental Indenture and the SecuritiesNotes.

Successor Corporation Substituted. Upon any amalgamation, consolidation or merger, merger or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation formed by such amalgamation or consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition transfer is made shall succeed to, to and (except in the case of a lease) 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 has corporation had been named therein as the Company herein; providedCompany, however, that the predecessor Company and (except in the case of a sale, conveyance or other disposition (other than a lease) the Company shall be released from all obligations the obliga- tions under the Notes, and covenants under this Indenture and the Securitiesexcept with respect to any obligations that arise from, or are related to, such transaction.

Successor Corporation Substituted. Upon any consolidation or merger, merger or any conveyance, sale, transfer, lease, conveyance exchange or other disposition of all or substantially all of the properties and assets of the Company substantially as an entirety to any person in accordance with Section 5.1the provisions described above, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such conveyance, sale, transfer, lease, conveyance exchange or other disposition 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 has had been named as the Company hereinin this Indenture; providedand thereafter, however, that the predecessor Company except in the case of a conveyance, sale, conveyance transfer, lease, exchange or other disposition (other than a lease) of properties to another person, the predecessor person shall be released from all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.16.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for, for and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest on the Securities.

Successor Corporation Substituted. Upon any consolidation or such consolidation, merger, or any share exchange, sale, assignment, conveyance, lease, conveyance transfer or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation person formed by such consolidation or share exchange or into or with which the Company is merged or to which such sale, assignment, conveyance, lease, conveyance transfer or other disposition is made shall will 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 has had been named as the Company herein; provided, however, that the predecessor Company and thereafter (except in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a leasedisposition) shall the predecessor corporation will be released from relieved of all further obligations and covenants under this Indenture and the SecuritiesConvertible Notes.

Successor Corporation Substituted. Upon any consolidation or such consolidation, merger, or any sale, assignment, conveyance, lease, conveyance transfer or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, conveyance, lease, conveyance transfer or other disposition is made shall will 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 has had been named as the Company herein; providedtherein, however, that the predecessor Company and thereafter (except in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a leasedisposition) shall the predecessor corporation will be released from relieved of all further obligations and covenants under this Indenture and the SecuritiesDebentures.

Successor Corporation Substituted. Upon any consolidation or such consolidation, merger, or any share exchange, sale, assignment, conveyance, lease, conveyance transfer or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation person formed by such consolidation consolidation, or share exchange or into or with which the Company or Navistar is merged or to which such saleassignment, conveyance, lease, conveyance transfer or other disposition is made shall will succeed to, and be substituted for, and may exercise every right and power of, the Company or Navistar under this Indenture with the same effect as if such successor person has had been named as the Company herein; providedtherein, however, that the predecessor Company and thereafter (except in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a leasedisposition) shall the predecessor corporation will be released from relieved of all further obligations and covenants under this Indenture and the SecuritiesExchangeable Notes.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, 7.1 hereof the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for, for and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that and the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all its obligations and covenants under this Indenture and the Securities, except as to any obligation that arises from or as a result of such transaction.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.17.1 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for, for and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that and the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all its obligations and covenants under this Indenture and the Securities, except as to any obligation that arises from or as a result of such transaction.

Successor Corporation Substituted. Upon any consolidation or such --------------------------------- consolidation, merger, or any sale, lease, conveyance assignment or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation person formed by such consolidation or into or with which the Company is merged or to which such sale, leaseconveyance, conveyance lease or transfer or other disposition is made shall will 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 has had been named as the Company herein; providedtherein, however, that the predecessor Company and thereafter (except in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a leasedisposition) shall the predecessor corporation will be released from relieved of all further obligations and covenants under this Indenture and the SecuritiesConvertible Subordinated Notes.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest, if any, on the SecuritiesNotes.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this 18 24 Indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest, if any, on the Securities.

Successor Corporation Substituted. Upon any consolidation or such consolidation, merger, or any share exchange, sale, assignment, conveyance, lease, conveyance transfer or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation Person formed by such consolidation or share exchange or into or with which the Company is merged or to which such sale, assignment, conveyance, lease, conveyance transfer or other disposition is made shall will 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 has had been named as the Company herein; provided, however, that the predecessor Company and thereafter (except in the case of a sale, conveyance or other disposition (other than a lease) shall the predecessor corporation will be released from relieved of all further obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.16.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for, for and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture interest and Liquidated Damages, if any, on the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.17.01 hereof, the successor corporation person formed by such consolidation or into or with which the Company is merged or the person to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for, for and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture interest and Liquidated Damages on the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, howeverand, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) ), the predecessor Company shall be released from all obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.1 of this Agreement, the successor corporation Successor Person formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture Agreement with the same effect as if such successor person Successor Person has been named as the Company therein and herein; provided, however, that and the predecessor Company Company, in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under the Notes and this Indenture and the SecuritiesAgreement.

Successor Corporation Substituted. Upon any consolidation or such consolidation, merger, or any share exchange, sale, assignment, conveyance, lease, conveyance transfer or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation Person formed by such consolidation or share exchange or into or with which the Company is merged or to which such sale, assignment, conveyance, lease, conveyance transfer or other disposition is made shall will 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 has had been named as the Company herein; provided, however, that the predecessor Company and thereafter (except in the case of a sale, conveyance or other disposition (other than a lease) shall the predecessor corporation will be released from relieved of all further obligations and covenants under this Indenture and the SecuritiesConvertible Notes.

Successor Corporation Substituted. Upon any --------------------------------- consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.17.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for, for and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person Person has been named as the Company herein; provided, however, that the -------- ------- predecessor Company in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a lease) shall not be released from all the obligations and covenants under this Indenture and the SecuritiesNotes.

Successor Corporation Substituted. Upon any --------------------------------- consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for, for and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest on the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest on the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 5.18.01, the successor corporation formed by such consolidation or ------------ into or with which the Company is merged or to which such sale, lease, conveyance or other disposition transfer 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 has corporation had been named as the Company herein; provided, however, that . In the predecessor Company in the case event of a sale, any such conveyance or other disposition transfer (other than a transfer by way of lease) the predecessor company shall be released discharged from all obligations and covenants under this Indenture Indenture, the Securities and the Securitiesany Coupons and may be liquidated and dissolved.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company in -------- ------- the case of a sale, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest, if any, on the Securities.

Successor Corporation Substituted. Upon any consolidation or mergerof the Company with, or merger of the Company into, any saleother person or any conveyance, lease, conveyance transfer or other disposition lease of all or substantially all of the properties and assets of the Company in accordance with Section 5.1this Article 5, the successor corporation person formed by such consolidation or into or with which the Company is merged or to into which such saleconveyance, lease, conveyance transfer or other disposition 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 has had been named as the Company herein; provided, howeverand thereafter, that the predecessor Company except in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a lease) disposition, the predecessor person shall be released from relieved of all obligations and covenants under this Indenture and the SecuritiesNotes.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation (if other than the Company) formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, lease, conveyance or other disposition (other than a lease) shall not be released from all obligations the obligation to pay the principal of and covenants under this Indenture and interest on the Securities.

Successor Corporation Substituted. Upon any consolidation or such consolidation, merger, or any sale, lease, conveyance assignment or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation Person formed by such consolidation or into or with which the Company or the Subsidiary, as the case may be, is merged or to which such sale, leaseconveyance, conveyance lease or transfer or other disposition is made shall will succeed to, and be substituted for, and may exercise every right and power of, the Company or the Subsidiary, as the case may be, under this Indenture with the same effect as if such successor person has had been named as the Company herein; providedtherein, however, that the predecessor Company and thereafter (except in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a leasedisposition) shall the predecessor corporation will be released from relieved of all further obligations and covenants under this Indenture and the SecuritiesConvertible Secured Notes.

Successor Corporation Substituted. Upon In accordance with the foregoing, upon any consolidation or such consolidation, merger, conveyance, lease or any sale, lease, conveyance or other disposition transfer of all or substantially all of the assets of the Company in accordance with Section 5.1which the Company is not the continuing corporation, the successor corporation Surviving Entity formed by such consolidation or into or with which the Company is merged or to which such saleconveyance, lease, conveyance lease or other disposition transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Supplemental Indenture and each series of the Notes with the same effect as if such successor person has had been named as the Company herein; provided, however, that and thereafter the predecessor Company in the case corporation will be relieved of a sale, conveyance or other disposition (other than a lease) shall be released from all further obligations and covenants under this Supplemental Indenture and the SecuritiesNotes.

Successor Corporation Substituted. Upon any consolidation or merger--------------------------------- merger of the Company, or any sale, lease, conveyance conveyance, transfer or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.16.18 hereof, the successor corporation Successor formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance conveyance, transfer or other disposition or assignment is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture the Credit Documents with the same effect as if such successor person has Successor had been named as the Company herein; provided, however, that herein and the predecessor Company Company, in the case of a sale, conveyance conveyance, transfer or other disposition (other than a lease) disposition, shall be released from all obligations and covenants under this Indenture and the SecuritiesCredit Documents.

Successor Corporation Substituted. Upon any consolidation or such consolidation, merger, or any share exchange, sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation person formed by such consolidation consolidation, or share exchange or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall will 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 has had been named as the Company herein; providedtherein, however, that the predecessor Company and thereafter (except in the case of a sale, assignment, transfer, lease, conveyance or other disposition (other than a leasedisposition) shall the predecessor corporation will be released from relieved of all further obligations and covenants under this Indenture and the Securities.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, leaseassignment, conveyance transfer, conveyance, lease or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.15.01, the successor corporation Person formed by such consolidation or into or with which the Company is merged or to which such sale, leaseassignment, transfer, conveyance or other disposition 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 has Person had been named as the Company herein; provided, however, that and thereafter the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) company shall be released from relieved of all further obligations and covenants under this Indenture and the SecuritiesNotes; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Notes in the case of a lease of all or substantially all of its properties and assets.

Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.. 18 Table of Contents