Common use of Successor Corporation to Be Substituted Clause in Contracts

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by a duly executed amendment delivered to the Holder and satisfactory in form to the Holder, of the due and punctual payment of the principal of and accrued and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note and the due and punctual performance of all of the covenants and conditions of this Note to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause the Note to be signed and re-issued in its own name. The Note as so re-issued shall in all respects have the same legal rank and benefit as though it had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note and from its obligations under this Note. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of of, accrued and unpaid interest and accrued and unpaid interest Additional Interest, if any, on all of the NoteNotes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue in its own name any or all of the Note Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that such Successor Company thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article 12 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and in accordance with Section 12.1, and, where required in accordance with Section 12.1(a) upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in lease, the case of a lease), upon compliance with this ARTICLE 7 the Person person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article 12 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company (if other than the Company), by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the NoteNotes, the due and punctual delivery or and/or payment, as the case may be, of any consideration due upon conversion exchange of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the CompanyCompany or the Guarantor, as applicable, such Successor Company (if not the CompanyCompany or the Guarantor, as applicable) shall succeed to and, except in the case of a lease of all or substantially all of the consolidated assets of the Company and the Company’s properties Subsidiaries, taken as a whole (or the Guarantor and assetsthe Guarantor’s Subsidiaries, taken as a whole), shall be substituted for the CompanyCompany or the Guarantor, as applicable, with the same effect as if it had been named herein as the party of the first part, and the Company or the Guarantor, as applicable, shall be discharged from its obligations under the Notes and this Indenture (except in the case of a lease of all or substantially all of the consolidated assets of the Company and the Company’s Subsidiaries, taken as a whole or of the Guarantor and the Guarantor’s Subsidiaries, taken as whole, as applicable). Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the Note name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 Article 11 the Person named as the “Company” in the first paragraph of this Note Indenture (or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, combination, sale, conveyance, transfer transfer, assignment or lease and upon the assumption by the Successor Company, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the NoteBonds, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion exchange of the Note Bonds and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the CompanyCompany and the Guarantor, as applicable, such Successor Company (if not the CompanyCompany or the Guarantor, as applicable) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s or the Guarantor’s properties and assets, shall be substituted for the CompanyCompany or the Guarantor, as applicable, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the Note name of the Company or the Guarantor, as applicable, any or all of the Bonds issuable hereunder and the related Guarantee which theretofore shall not have been signed by the Company or the Guarantor, as applicable, and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company or the Guarantor, as applicable, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Bonds that previously shall have been signed and delivered by the Officers of the Company or the Guarantor, as applicable, to the Trustee for authentication, and any Bonds or the related Guarantee, as applicable, that such Successor Company thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note All the Bonds so issued, and the related Guarantee, as so re-issued applicable, shall in all respects have the same legal rank and benefit under this Indenture as the Bonds and the related Guarantee, as applicable, theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Bonds had been issued and the related Guarantee has been executed, as applicable, at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 Article 11 the Person named as the “Company” or the “Guarantor” in the first paragraph of this Note Indenture (or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note the Bonds or the Guarantee, as applicable, and from its obligations under this NoteIndenture, the Bonds or the Guarantee, as applicable. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note Bonds thereafter to be re-issued or the Guarantee thereafter to be executed as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor Person, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Securities and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the CompanyIssuer, such Successor Company (if not the Company) successor Person shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the CompanyIssuer, with the same effect as if it had been named herein as the party of the this first part. Such Successor Company successor Person thereupon may cause to be signed, and may issue either in its own name or in the Note name of NVIDIA Corporation any or all of the Securities, issuable hereunder that theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities that such successor Person thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Securities so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Securities had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” "Issuer" in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article 9 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities as obligor and maker of this Note the Securities and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Securities thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor Person, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Securities and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the CompanyIssuer, such Successor Company (if not the Company) successor Person shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the CompanyIssuer, with the same effect as if it had been named herein as the party of the this first part. Such Successor Company successor Person thereupon may cause to be signed, and may issue either in its own name or in the Note name of First Responder Systems and Technology Inc. any or all of the Securities, issuable hereunder that theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor Person instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities that such successor Person thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Securities so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Securities had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “CompanyIssuer” in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article 10 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities as obligor and maker of this Note the Securities and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Securities thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the Company Order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, sale or conveyance or transfer (but not in the case event of a any such lease), upon compliance with this ARTICLE 7 the Person person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article XI may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of International Shipholding Corporation any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, sale or conveyance or transfer (but not in the case event of a such lease), upon compliance with this ARTICLE 7 the Person person named as the “"Company” " in the first paragraph of this Note (Indenture, or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article XII and which shall have transferred its rights and obligations hereunder to another successor in the manner prescribed in this Article XII, may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease other disposition and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of, in the case of the Company, the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on all of the NoteDebt Securities or, in the case of the Guarantor, the due and punctual delivery or paymentperformance of all obligations under the Guarantees, as the case may be, of any consideration due upon conversion of the Note and the due and punctual performance and observance of all of the covenants and conditions of this Note Indenture to be performed or observed by the CompanyCompany or the Guarantor, as the case may be, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the CompanyCompany or the Guarantor, as the case may be, with the same effect as if it had been named herein as the party Company or the Guarantor, as the case may be, and thereupon the predecessor corporation shall be relieved of any further liability or obligation hereunder or upon the first partSecurities. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of Countrywide Home Loans, Inc. or Countrywide Credit Industries, Inc., any or all of the Debt Securities or Guaranties, respectively, issuable hereunder which theretofore shall not have been signed by the Company or the Guarantor and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor corporation instead of the Company or the Guarantor, as the case may be, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and deliver any Securities which previously shall have been signed and delivered by the officers of the Company or the Guarantor, as the case may be, to the Trustee or the Authenticating Agent for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee or the Authenticating Agent for that purpose. The Note as All the Securities so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Securities had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note and from its obligations under this Note. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of of, accrued and unpaid interest and accrued and unpaid interest Additional Interest, if any, on all of the NoteNotes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue in its own name any or all of the Note Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that such Successor Company thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article 10 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of Telxon Corporation any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the -62- 63 terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in lease, the case of a lease), upon compliance with this ARTICLE 7 the Person person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer transfer, split-off or lease and upon the assumption by the Successor Company, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and of, accrued and unpaid interest interest, if any, on all of the NoteNotes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue in its own name any or all of the Note Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall, upon receipt of a Company Order, authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that such Successor Company thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, saleconveyance, conveyance transfer or transfer split-off (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article 10 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer transfer, split-off or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of (including any Fundamental Change Repurchase Price), accrued and unpaid interest and accrued and unpaid interest Additional Interest, if any, on all of the NoteNotes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue in its own name any or all of the Note Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that such Successor Company thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article 12 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyanceconveyance (other than by way of lease), transfer or lease other disposition, and upon the any such assumption by the Successor Company, by a duly executed amendment delivered to the Holder and satisfactory in form to the Holder, of the due and punctual payment of the principal of and accrued and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note and the due and punctual performance of all of the covenants and conditions of this Note to be performed by the Companysuccessor corporation, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party Company, and the Company shall be relieved of any further obligation under this Subordinated Debt Indenture and under the first partOutstanding Securities and Coupons, if any. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of General Electric Capital Corporation, any or all of the Securities issuable hereunder together with any Coupons appertaining thereto which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Subordinated Debt Indenture prescribed, the Trustee shall authenticate and deliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and re-delivered to the Trustee for that purpose. All the Securities so issued in its own name. The Note as so re-issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Subordinated Debt Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Subordinated Debt Indenture as though it all of such Securities and Coupons appertaining thereto had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note and from its obligations under this Note. In case of any such consolidation, merger, sale, conveyance, transfer or leaseother disposition, such changes in phraseology and form (but not in substance) may be made in the Note Securities and Coupons thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by a duly executed amendment delivered to the Holder and satisfactory in form to the Holder, of the due and punctual payment of the principal of and accrued and unpaid interest Default Interest on the this Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the this Note and the due and punctual performance of all of the covenants and conditions of this Note to be performed by the Company, such Successor Company (if not the Company) shall will succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall will be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause the this Note to be signed and re-issued in its own name. The This Note as so re-issued shall reissued will in all respects have the same legal rank and benefit as though it had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE Article 7 the Person named as the “Company” in the first paragraph of this Note (or any successor that shall will thereafter have become such in the manner prescribed in this ARTICLE Article 7) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall will be released from its liabilities as obligor and maker of this Note and from its obligations under this Note. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the this Note thereafter to be re-issued as may be appropriate. The provisions of this Section shall similarly apply to successive consolidation or merger of the Company with or into, another Person or the sale, conveyance, transfer or lease of all or substantially all of the Company’s properties and assets to another Person.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor Person, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor Person shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the this first part. Such Successor Company successor Person thereupon may cause to be signed, and may issue either in its own name or in the Note name of Kulicke and Xxxxx Industries, Inc. any or all of the Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article Twelve may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease referred to in Section 11.01 and upon the assumption by the Successor Companysuccessor corporation or entity, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Securities and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation or entity shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein here in as the party of the first parta party. Such Successor Company successor corporation or entity thereupon may cause to be signed, and may issue either in its own name or in the Note name of Xxxxxxx Corporation any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee: and, upon the order of such successor corporation or entity instead of the Company and subject to all the terms, conditions or limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously should have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation or entity thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Securities so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Securities had been issued at the date of the execution hereof. In the event of any such consolidationsale or conveyance, merger, sale, conveyance or transfer (but not in any such lease, the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (Company or any successor that corporation or entity which shall thereafter theretofore have become such in the manner prescribed described in this ARTICLE 7) Article Eleven shall be discharged from all obligations and covenants under this Indenture and the Securities and may be dissolved, wound up dissolved and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note and from its obligations under this Noteliquidated. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or leaselease referred to in Section 11.01, such changes in phraseology and form (but not in substance) may be made in the Note Securities thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of National Semiconductor Corporation any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes which previously shall have been signed and delivered by theofficers of the Company to the Trustee for authentication, and any Notes which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the ofthe execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in lease, the case of a lease), upon compliance with this ARTICLE 7 the Person person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person and suchperson shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Debentures and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of Zenith Electronics Corporation any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debentures which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debentures which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Debentures so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Debentures had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer lease (but not in other than any such sale, conveyance or lease by the case of Company to a leaseSubsidiary), upon compliance with this ARTICLE 7 the Person person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article Eleven may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of this Note the Debentures and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, lease such changes in phraseology and form (but not in substance) may be made in the Note Debentures thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and premium, if any, accrued and unpaid interest and accrued and unpaid Additional Interest, if any, on all of the NoteNotes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the Note name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article 12 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor Person, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor Person shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the this first part. Such Successor Company successor Person thereupon may cause to be signed, and may issue either in its own name or in the Note name of Conexant Systems, Inc. any or all of the Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article Twelve may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such amalgamation, consolidation, merger, saleamalgamation, share exchange, conveyance, transfer or lease and upon the assumption by the Successor Company (if other than the Company), by a duly an amendment to this Agreement, executed amendment and delivered to the Holder Purchasers and reasonably satisfactory in form and substance to the HolderRequisite Purchasers, of the due and punctual payment of the principal of and premium (including any Fundamental Change Purchase Price and Redemption Price), if any, accrued and unpaid interest interest, if any, on all of the NoteNotes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Agreement to be performed by the CompanyCompany under this Agreement, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for for, and may exercise every right and power of, the CompanyCompany under this Agreement, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause All the Note to be signed and re-issued in its own name. The Note as Notes so re-issued shall in all respects have the same legal rank and benefit under this Agreement as the Notes theretofore or thereafter issued in accordance with the terms of this Agreement as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such amalgamation, consolidation, merger, saleamalgamation, share exchange, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (Agreement as of the date hereof or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Section ‎11 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this Note. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note thereafter to be re-issued as may be appropriateObligations.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor Person, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and premium, if any, accrued and unpaid interest and accrued and unpaid Additional Interest, if any, on all of the NoteDebentures, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note Debentures and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor Person shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the CompanyCompany and the Company shall be released from those obligations, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor Person thereupon may cause to be signed, and may issue either in its own name or in the Note name of LifePoint Hospitals, Inc. any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Debentures which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debentures which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Debentures so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Debentures had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in lease, the case of a lease), upon compliance with this ARTICLE 7 the Person person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article 12 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of this Note the Debentures and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Debentures thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor Person, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor Person shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the this first part. Such Successor Company successor Person thereupon may cause the Note to be signed and re-issued may issue in its own namename any or all of the Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article Twelve may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by a duly executed amendment delivered to the Holder and satisfactory in form to the Holder, of the due and punctual payment of the principal of and accrued and unpaid interest Default Interest on the this Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the this Note and the due and punctual performance of all of the covenants and conditions of this Note to be performed by the Company, such Successor Company (if not the Company) shall will succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall will be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause the this Note to be signed and re-issued in its own name. The This Note as so re-issued shall will in all respects have the same legal rank and benefit as though it had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE Article 7 the Person named as the “Company” in the first paragraph of this Note (or any successor that shall will thereafter have become such in the manner prescribed in this ARTICLE Article 7) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall will be released from its liabilities as obligor and maker of this Note and from its obligations under this Note. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the this Note thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such --------------------------------------- consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor Person, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor Person shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the this first part. Such Successor Company successor Person thereupon may cause to be signed, and may issue either in its own name or in the Note name of ViroPharma Incorporated any or all of the Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article Twelve may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of Iomega Corporation any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in lease, the case of a lease), upon compliance with this ARTICLE 7 the Person person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and (including any Fundamental Change Purchase Price), accrued and unpaid interest (including any accrued and unpaid Additional Interest) on all of the NoteNotes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue in its own name any or all of the Note Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that such Successor Company thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article 10 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest (including Liquidated Damages, if any) on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of CKE Restaurants, Inc. any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer sale or lease conveyance and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Securities and the due and punctual performance and observance of all of the covenants and conditions of this Note Indenture to be performed or observed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and (except in the event of a conveyance by way of lease) the predecessor corporation shall be relieved of any further obligation under this Indenture and the Securities. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of Xxxxx Industries, Inc. any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Securities of each series so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Securities had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note and from its obligations under this Note. In case of any such consolidation, merger, sale, conveyance, transfer sale or lease, conveyance such changes in phraseology and form (but not in substance) may be made in the Note Securities thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and in accordance with Section 12.1 hereof, and, where required in accordance with Section 12.1(a) hereof upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in lease, the case of a lease), upon compliance with this ARTICLE 7 the Person person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article 12 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of --------------------------------------- any such consolidation, merger, sale, conveyanceconveyance (other than by way of lease), transfer or lease other disposition, and upon the any such assumption by the Successor Company, by a duly executed amendment delivered to the Holder and satisfactory in form to the Holder, of the due and punctual payment of the principal of and accrued and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note and the due and punctual performance of all of the covenants and conditions of this Note to be performed by the Companysuccessor corporation, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party Company, and the Company shall be relieved of any further obligation under this Third Amended and Restated Indenture and under the first partOutstanding Securities and Coupons, if any. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of General Electric Capital Corporation, any or all of the Securities issuable hereunder together with any Coupons appertaining thereto which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Third Amended and Restated Indenture prescribed, the Trustee shall authenticate and deliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and re-delivered to the Trustee for that purpose. All the Securities so issued in its own name. The Note as so re-issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Third Amended and Restated Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Third Amended and Restated Indenture as though it all of such Securities and Coupons appertaining thereto had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note and from its obligations under this Note. In case of any such consolidation, merger, sale, conveyance, transfer or leaseother disposition, such changes in phraseology and form (but not in substance) may be made in the Note Securities and Coupons thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, sale or conveyance, transfer or lease other than a conveyance by way of lease, and upon the any such assumption by the Successor Company, by a duly executed amendment delivered to the Holder and satisfactory in form to the Holder, of the due and punctual payment of the principal of and accrued and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note and the due and punctual performance of all of the covenants and conditions of this Note to be performed by the Companysuccessor corporation, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the CompanyIssuer, with the same effect as if it had been named herein as the party of Issuer, and the first partIssuer shall thereupon be released from all obligations hereunder and under the Securities together with any Coupons appertaining thereto and the Issuer as the predecessor corporation may thereupon or at any time thereafter be dissolved wound up or liquidated. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of J. P. Xxxxxx & Xo. Incorporated any or all of the Securities issuable hereunder together with any Coupons appertaining thereto which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor corporation instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities together with any Coupons appertaining thereto which such successor corporation thereafter shall cause to be signed and re-delivered to the Trustee for that purpose. All of the Securities so issued in its own name. The Note as so re-issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities and Coupons theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Securities and Coupons had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note and from its obligations under this Note. In case of any such consolidation, merger, sale, conveyance, transfer sale or lease, conveyance such changes in phraseology and form (but not in substance) may be made in the Note Securities and Coupons thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, sale or conveyance, transfer or lease other than a conveyance by way of lease, and upon the any such assumption by the Successor Company, by a duly executed amendment delivered to the Holder and satisfactory in form to the Holder, of the due and punctual payment of the principal of and accrued and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note and the due and punctual performance of all of the covenants and conditions of this Note to be performed by the Companysuccessor corporation, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the CompanyIssuer, with the same effect as if it had been named herein as the party of Issuer, and the first partIssuer shall thereupon be released from all obligations hereunder and under the Securities together with any Coupons appertaining thereto and the Issuer as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of J. P. Xxxxxx & Xo. Incorporated any or all of the Securities issuable hereunder together with any Coupons appertaining thereto which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor corporation instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities together with any Coupons appertaining thereto which such successor corporation thereafter shall cause to be signed and re-delivered to the Trustee for that purpose. All of the Securities so issued in its own name. The Note as so re-issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities and Coupons theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Securities and Coupons had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note and from its obligations under this Note. In case of any such consolidation, merger, sale, conveyance, transfer sale or lease, conveyance such changes in phraseology and form (but not in substance) may be made in the Note Securities and Coupons thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of Upon any such consolidation, mergermerger (or similar transaction), sale, conveyance, conveyance or transfer or lease (but not upon a lease) and upon the assumption by the Successor Company, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and of, accrued and unpaid interest interest, if any, on all of the NoteNotes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue in its own name, any or all of the Note Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that such Successor Company thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of Upon any such consolidation, merger, salemerger (or similar transaction), conveyance or transfer (but not in the case of upon a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article 6 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, salemerger (or similar transaction), conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor Person, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor Person shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the this first part. Such Successor Company successor Person thereupon may cause to be signed, and may issue either in its own name or in the Note name of International Rectifier Corporation any or all of the Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article Twelve may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. Securities --------------------------------------------------- to be Secured in Certain Events. ------------------------------- In the case of any such consolidation, merger, sale, conveyance, transfer sale or lease conveyance of or by the Company referred to in Section 10.01 and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Debt Securities and Coupons and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and in the event of any such sale or conveyance, the Company (which term shall for this purpose mean the corporation named as the "Company" in the first paragraph of this Indenture or any successor corporation which shall theretofore become such in the manner described in Section 10.01) shall be discharged from all obligations and covenants under this Indenture and the Debt Securities and Coupons and may be dissolved and liquidated. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of Sunoco, Inc. any or all of the Debt Securities and Coupons issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt Securities and Coupons which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debt Securities and Coupons which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Debt Securities and Coupons of any series so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities and Coupons of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Debt Securities and Coupons had been issued at the date of the execution hereof. In the event case of any consolidation or merger of the Company with or into any other corporation, or upon any sale or conveyance of all or substantially all the property of the Company to any other corporation, any of the property of the Company or any Subsidiary would thereupon become subject to any mortgage, lien or pledge which would not otherwise be permitted by this Indenture without making effective provision for securing the Outstanding Debt Securities of any series, the Company prior to or simultaneously with such consolidation, merger, salesale or conveyance, conveyance or transfer (but not in will secure such series of Outstanding Debt Securities equally and ratably with any other obligations of the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (Company or any successor that shall thereafter have become Subsidiary then entitled thereto, by a direct lien on such in the manner prescribed in this ARTICLE 7) may be dissolved, wound up and liquidated at property prior to all liens other than any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note and from its obligations under this Notetheretofore existing thereon. In case of any such consolidation, merger, sale, sale or conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note Debt Securities and Coupons thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by a duly executed amendment delivered to the Holder and satisfactory in form to the Holder, of the due and punctual payment of the principal of and accrued and unpaid interest Default Interest on the this Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the this Note and the due and punctual performance of all of the covenants and conditions of this Note to be performed by the Company, such Successor Company (if not the Company) shall will succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall will be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause the this Note to be signed and re-issued in its own name. The This Note as so re-issued shall reissued will in all respects have the same legal rank and benefit as though it had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 Article 6 the Person named as the “Company” in the first paragraph of this Note (or any successor that shall will thereafter have become such in the manner prescribed in this ARTICLE 7Article 6) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall will be released from its liabilities as obligor and maker of this Note and from its obligations under this Note. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the this Note thereafter to be re-issued as may be appropriate. The provisions of this Article 6 shall similarly apply to successive consolidation or merger of the Company with or into, another Person or the sale, conveyance, transfer or lease of all or substantially all of the Company’s properties and assets to another Person.

Successor Corporation to Be Substituted. In case of any such --------------------------------------- consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor Person, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor Person shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the this first part. Such Successor Company successor Person thereupon may cause to be signed, and may issue either in its own name or in the Note name of Riverstone Networks, Inc. any or all of the Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article Twelve may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyanceconveyance (other than by way of lease), transfer or lease other disposition, and upon the any such assumption by the Successor Company, by a duly executed amendment delivered to the Holder and satisfactory in form to the Holder, of the due and punctual payment of the principal of and accrued and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note and the due and punctual performance of all of the covenants and conditions of this Note to be performed by the Companysuccessor corporation, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party Company, and the Company shall be relieved of any further obligation under this Indenture and under the first partOutstanding Debt Securities and Coupons, if any. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of General Electric Capital Corporation, any or all of the Debt Securities issuable hereunder together with any Coupons appertaining thereto which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and deliver any Debt Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debt Securities which such successor corporation thereafter shall cause to be signed and re-delivered to the Trustee for that purpose. All the Debt Securities so issued in its own name. The Note as so re-issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Debt Securities and Coupons appertaining thereto had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note and from its obligations under this Note. In case of any such consolidation, merger, sale, conveyance, transfer or leaseother disposition, such changes in phraseology and form (but not in substance) may be made in the Note Debt Securities and Coupons thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and premium, if any, accrued and unpaid interest and any accrued and unpaid Extension Fee or Additional Interest, on all of the NoteNotes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the Note name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article 12 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of Iomega Corporation any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, sale or conveyance or transfer (but not in the case event of a such lease), upon compliance with this ARTICLE 7 the Person person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor Person, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and premium, if any, accrued and unpaid interest interest, including Contingent Interest, if any, and accrued and unpaid Liquidated Damages, if any, on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Debentures and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor Person shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor Person thereupon may cause to be signed, and may issue either in its own name or in the Note name of BlackRock, Inc. any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Debentures which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debentures which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Debentures so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Debentures had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in lease, the case of a lease), upon compliance with this ARTICLE 7 the Person person named as the “Company” in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article 12 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of this Note the Debentures and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Debentures thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price and interest, if any, in respect of and accrued and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of Chiron Corporation any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in lease, the case of a lease), upon compliance with this ARTICLE 7 the Person person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article Twelve may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease meeting the requirements of Section 11.01 and upon the assumption by the Successor Company, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the NoteNotes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s consolidated properties and assetsassets of the Company and its Subsidiaries, taken as a whole, shall be substituted for the Company, with the same effect as if it had been originally named herein as the a party hereto, and may thereafter exercise every right and power of the first partCompany under this Indenture. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the Note name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereofthis Indenture. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 Article 11 the Person named as the “Company” in the first paragraph of this Note Indenture (or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Debentures and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of Alkermes, Inc. any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Debentures which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debentures which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Debentures so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Debentures had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, sale or conveyance or transfer (but not in the case event of a such lease), upon compliance with this ARTICLE 7 the Person person named as the “"Company” " in the first paragraph of this Note (Indenture, or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article XII and which shall have transferred its rights and obligations hereunder to another successor in the manner prescribed in this Article XII, may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of this Note the Debentures and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Debentures thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Debentures and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of Cray Research, Inc. any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debentures which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debentures which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Debentures so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Debentures had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in lease, the case of a lease), upon compliance with this ARTICLE 7 the Person person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article Twelve may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of this Note the Debentures and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Debentures thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, sale or conveyance, transfer or lease other than a conveyance by way of lease, and upon the any such assumption by the Successor Company, by a duly executed amendment delivered to the Holder and satisfactory in form to the Holder, of the due and punctual payment of the principal of and accrued and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note and the due and punctual performance of all of the covenants and conditions of this Note to be performed by the Companysuccessor corporation, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the CompanyIssuer, with the same effect as if it had been named herein as the party of Issuer, and the first partIssuer shall thereupon be released from all obligations hereunder and under the Securities together with any Coupons appertaining thereto and the Issuer as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of J. P. Morgan & Co. Incorporated any or all of the Securities issuabxx xxxxxxxxx together with any Coupons appertaining thereto which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor corporation instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities together with any Coupons appertaining thereto which such successor corporation thereafter shall cause to be signed and re-delivered to the Trustee for that purpose. All of the Securities so issued in its own name. The Note as so re-issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities and Coupons theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Securities and Coupons had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note and from its obligations under this Note. In case of any such consolidation, merger, sale, conveyance, transfer sale or lease, conveyance such changes in phraseology and form (but not in substance) may be made in the Note Securities and Coupons thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor Person, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor Person shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the this first part. Such Successor Company successor Person thereupon may cause to be signed, and may issue either in its own name or in the Note name of Lattice Semiconductor Corporation any or all of the Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article Twelve may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities liabilites as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease referenced in Section 12.1 and upon the assumption by the Successor Companyany successor corporation, by a duly supplemental indenture required by Section 12.1, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued and unpaid interest Principal Amount at the Final Maturity Date, Issue Price, Purchase Price, Change in Control Purchase Price, Redemption Price on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note Debenture and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first partsuch. Such Successor Company successor corporation thereupon may cause the Note to be signed and re-issued may issue either in its own namename or in the name of Whole Foods Market, Inc. any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Debentures which previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Debentures which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. The Note as All the Debentures so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Debentures had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, sale or conveyance or transfer (but not in the case event of a any such lease), upon compliance with this ARTICLE 7 the Person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person Article XII shall be released from its liabilities as obligor and maker of this Note the Debentures and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Debentures thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Debentures and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of Xxxxxxx Homes, Inc. any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debentures which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Debentures which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Debentures so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Debentures had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in lease, the case of a lease), upon compliance with this ARTICLE 7 the Person person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article Twelve may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of this Note the Debentures and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Debentures thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of Upon any such consolidation, mergermerger (or similar transaction), sale, conveyance, conveyance or transfer or lease (but not upon a lease) and upon the assumption by the Successor Company, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and of, accrued and unpaid interest interest, if any, on all of the NoteNotes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue in its own name, any or all of the Note Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that such Successor Company thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of Upon any such consolidation, merger, salemerger (or similar transaction), conveyance or transfer (but not in the case of upon a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article V may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this Note. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note thereafter to be re-issued as may be appropriateIndenture.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor Person, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of of, and accrued interest and unpaid interest on the NoteMake-Whole Payment, the due and punctual delivery or paymentif any, as the case may beon, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor Person shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the this first part. Such Successor Company successor Person thereupon may cause to be signed, and may issue either in its own name or in the Note name of Amazxx.xxx, Xxc. any or all of the Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor Person, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor Person shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the this first part. Such Successor Company successor Person thereupon may cause to be signed, and may issue either in its own name or in the Note name of Burr-Xxxxx Xxxporation any or all of the Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article Twelve may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this Note. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note thereafter to be re-issued as may be appropriateIndenture.

Successor Corporation to Be Substituted. In case of any such consolidationconsolidation with, mergermerger into, or sale, conveyance, transfer conveyance or lease to another corporation in accordance with Section 12.1 and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of S3 Incorporated any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in lease, the case of a lease), upon compliance with this ARTICLE 7 the Person person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyanceconveyance (other than by way of lease), transfer or lease other disposition, and upon the any such assumption by the Successor Companysuccessor corporation or other entity, by a duly executed amendment delivered such successor corporation or other entity shall succeed to and be substituted for the Holder and satisfactory in form to Company or the Holder, of the due and punctual payment of the principal of and accrued and unpaid interest on the Note, the due and punctual delivery or paymentParent Guarantor, as the case may be, of any consideration due upon conversion of the Note and the due and punctual performance of all of the covenants and conditions of this Note to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party Company or the Parent Guarantor, as the case may be, and the Company or the Parent Guarantor, as the case may be, shall be relieved of any further obligation under this Indenture and under the Notes and, in the case of the first partParent Guarantor, under the Parent Guarantee. Such Successor Company successor corporation or other entity thereupon may cause to be signed, and may issue either in its own name or in the Note name of the Company or the Parent Guarantor, as the case may be, any or all of the Notes or the Parent Guarantee issuable hereunder which theretofore shall not have been signed by the Company or the Parent Guarantor, as the case may be, and delivered to the Trustee; and, upon the order of such successor corporation or other entity, instead of the Company or the Parent Guarantor, as the case may be, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the officers of the Company or the Parent Guarantor, as the case may be, to the Trustee for authentication, and any Notes or the Parent Guarantee, as the case may be, which such successor corporation or other entity thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes or the Parent Guarantee so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes or the Parent Guarantee, as the case may be, theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes or the Parent Guarantee, as the case may be, had been issued at the date of execution of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 the Person named as the “Company” in the first paragraph of this Note (or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note and from its obligations under this Note. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note thereafter to be re-issued as may be appropriateSupplemental Indenture.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of Sepracor Inc. any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in lease, the case of a lease), upon compliance with this ARTICLE 7 the Person person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor CompanyIssuer, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the NoteNotes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note the Indenture to be performed by the CompanyIssuer, such Successor Company Issuer (if not the CompanyIssuer) shall succeed to and, except in the case of a lease of all or substantially all of the CompanyIssuer’s properties and assets, shall be substituted for the CompanyIssuer, with the same effect as if it had been named herein as the party of the first part. Such Successor Company Issuer thereupon may cause to be signed, and may issue either in its own name or in the Note name of the Issuer any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Successor Issuer instead of the Issuer and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Issuer to the Trustee for authentication, and any Notes that such Successor Issuer thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 Article 8 the Person named as the “CompanyIssuer” in the first paragraph of this Note First Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article 8) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this Notethe Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued premium, if any, and unpaid interest Liquidated Damages on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of Sepracor Inc. any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in lease, the case of a lease), upon compliance with this ARTICLE 7 the Person person named as the “Company” in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article 12 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease and upon the assumption by the Successor Companysuccessor corporation, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Repurchase Price and interest in respect of and accrued and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion all of the Note Notes and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the Company, such Successor Company (if not the Company) successor corporation shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company successor corporation thereupon may cause to be signed, and may issue either in its own name or in the Note name of CORESTAFF, Inc. any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such successor corporation thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note as All the Notes so re-issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in lease, the case of a lease), upon compliance with this ARTICLE 7 the Person person named as the “"Company” " in the first paragraph of this Note (Indenture or any successor that which shall thereafter have become such in the manner prescribed in this ARTICLE 7) Article XII may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, and such Person person shall be released from its liabilities as obligor and maker of this Note the Notes and from its obligations under this NoteIndenture. In case of any such consolidation, merger, sale, conveyance, transfer conveyance or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, merger or sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by a duly supplemental indenture, executed amendment and delivered to the Holder Trustee and satisfactory in form to the HolderTrustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the NoteNotes, the due and punctual delivery or payment, as the case may be, payment of any consideration cash due upon conversion exchange of the Note Notes in accordance with Article 14 and the due and punctual performance of all of the covenants and conditions of this Note Indenture to be performed by the CompanyCompany or the Guarantor, as applicable, such Successor Company (if not the CompanyCompany or the Guarantor, as applicable) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties consolidated assets of the Company and assetsits Subsidiaries, taken as a whole, or of all or substantially all of the consolidated assets of the Guarantor and its Subsidiaries, taken as a whole, shall be substituted for the CompanyCompany or the Guarantor, as applicable, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the Note name of the Company or the Guarantor, as applicable, any or all of the Notes issuable hereunder and the related Guarantee which theretofore shall not have been signed by the Company or the Guarantor, as applicable, and delivered to the Trustee; and, upon the written order of such Successor Company instead of the Company or the Guarantor, as applicable, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company or the Guarantor, as applicable, to the Trustee for authentication, and any Notes or the related Guarantee, as applicable, that such Successor Company thereafter shall cause to be signed and re-issued in its own namedelivered to the Trustee for that purpose. The Note All the Notes so issued, and the related Guarantee, as so re-issued applicable, shall in all respects have the same legal rank and benefit under this Indenture as the Notes and the related Guarantee, as applicable, theretofore or thereafter issued in accordance with the terms of this Indenture as though it all of such Notes had been issued and the related Guarantee has been executed, as applicable, at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ARTICLE 7 Article 11 the Person named as the “Company” or the “Guarantor” in the first paragraph of this Note Indenture (or any successor that shall thereafter have become such in the manner prescribed in this ARTICLE 7Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of this Note the Notes or the Guarantee, as applicable, and from its obligations under this NoteIndenture, the Notes or the Guarantee. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Note Notes thereafter to be re-issued or the Guarantee thereafter to be executed as may be appropriate.